UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Savara Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title
of Class of Securities)
805111101
(CUSIP
Number)
Stephanie Brecher
New
Enterprise Associates
1954
Greenspring Drive, Suite 600, Timonium, MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
12, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 805111101
|
13D |
Page
2 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Growth Equity Opportunities 17, LLC
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 805111101
|
13D |
Page
3 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
New Enterprise Associates 17, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
4 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA Partners 17, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
5 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA 17 GP, LLC
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 805111101
|
13D |
Page
6 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Forest Baskett
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
7 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Ali Behbahani
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
8 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Carmen Chang
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
9 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Anthony A. Florence, Jr.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
10 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Mohamad H. Makhzoumi
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
11 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Edward T. Mathers
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
12 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Scott D. Sandell
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
13 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Paul Walker
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
14 of 22 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Rick Yang
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
15 of 22 Pages |
| Item 1. | Security
and Issuer. |
This
Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends and supplements the Schedule 13D originally filed on March 25,
2021, and Amendment No. 1 filed on July 26, 2023, and relates to the common stock, $0.001 par value (the “Common Stock”),
of Savara Inc. (the “Issuer”), having its principal executive office at 1717 Langhorne Newtown Road, Suite 300, Langhorne,
PA 19047.
Certain
terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 thereto).
Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule
13D (and Amendment No. 1 thereto).
This
Amendment No. 2 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons (as defined below) has
decreased by more than 1% as a result of an increase in the number of Common Stock outstanding.
| Item 2. | Identity
and Background. |
This
statement is being filed by:
(a)
Growth Equity Opportunities 17, LLC (“GEO”);
(b)
New Enterprise Associates 17, L.P. (“NEA 17”), which is the sole member of GEO; NEA Partners 17, L.P. (“NEA Partners
17”), which is the sole general partner of NEA 17; and NEA 17 GP, LLC (“NEA 17 LLC” and, together with NEA Partners
17, the “Control Entities”), which is the sole general partner of NEA Partners 17; and
(c)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D. Sandell
(“Sandell”), Paul Walker (“Walker”) and Rick Yang (“Yang”) (together, the “Managers”).
The Managers are the managers of NEA 17 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of GEO, NEA 17, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Behbahani, Chang, Makhzoumi, Walker and
Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence
and Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
The
principal business of GEO and NEA 17 is to invest in and assist growth-oriented businesses located principally in the United States.
The principal business of NEA Partners 17 is to act as the sole general partner of NEA 17. The principal business of NEA 17 LLC is to
act as the sole general partner of NEA Partners 17. The principal business of each of the Managers is to manage the Control Entities,
GEO and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
GEO
and NEA 17 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 17 and NEA Partners 17 are limited
partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP
No. 805111101
|
13D |
Page
16 of 22 Pages |
| Item 3. | Source
and Amount of Funds or Other Consideration. |
Not
applicable.
| Item 4. | Purpose
of Transaction. |
Not
applicable.
| Item 5. | Interest
in Securities of the Issuer. |
| (a) | GEO
is the record owner of the GEO Shares. As the sole member of GEO, NEA 17 may be deemed to
own beneficially the GEO Shares. As the general partner of NEA 17, NEA Partners 17 may be
deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 17,
NEA 17 LLC may be deemed to own beneficially the GEO Shares. As members of NEA 17 LLC, each
of the Managers may be deemed to own beneficially the GEO Shares. |
Each Reporting
Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.
The percentage
of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line
13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 164,600,603 shares of Common Stock reported
by the Issuer to be outstanding as of August 12, 2024 on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on August 12, 2024.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | None of the Reporting Persons has effected any transaction in the Common
Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons. |
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Not applicable.
| Item
7. | Material
to be Filed as Exhibits. |
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 805111101
|
13D |
Page
17 of 22 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 14th day of August, 2024.
GROWTH
EQUITY OPPORTUNITIES 17, LLC
| By: | NEW
ENTERPRISE ASSOCIATES 17, L.P.
Sole Member |
General Partner
General Partner
| By: | | * |
| | | Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | | * |
| | | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General Partner |
| By: | NEA
17 GP, LLC
General Partner |
| By: | * |
| | | Anthony
A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | * |
| | | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
| By: | | * |
| | | Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | | * |
| | | Mohamad Makhzoumi
Managing Partner and Co-Chief Executive Officer
|
NEA
17 GP, LLC
| By: | * |
| | Anthony
A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | * |
| | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
CUSIP
No. 805111101
|
13D |
Page
18 of 22 Pages |
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Edward
T. Mathers
*
Scott
D. Sandell
*
Paul
Walker
*
Rick
Yang
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This Amendment No. 2 to Schedule 13D was executed by Zachary Bambach
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 805111101
|
13D |
Page
19 of 22 Pages |
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need
be filed with respect to the ownership by each of the undersigned of shares of stock of Savara, Inc.
EXECUTED
this 14th day of August, 2024.
GROWTH
EQUITY OPPORTUNITIES 17, LLC
| By: | NEW
ENTERPRISE ASSOCIATES 17, L.P.
Sole Member |
General Partner
General Partner
| By: | | * |
| | | Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | | * |
| | | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General Partner |
| By: | NEA
17 GP, LLC
General Partner |
| By: | * |
| | | Anthony
A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | * |
| | | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
| By: | | * |
| | | Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | | * |
| | | Mohamad Makhzoumi
Managing Partner and Co-Chief Executive Officer
|
NEA
17 GP, LLC
| By: | * |
| | Anthony
A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | * |
| | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
CUSIP
No. 805111101
|
13D |
Page
20 of 22 Pages |
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Edward
T. Mathers
*
Scott
D. Sandell
*
Paul
Walker
*
Rick
Yang
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Zachary Bambach
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 805111101
|
13D |
Page
21 of 22 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher, and each of them,
with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any
and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as
an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation
or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and
13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of
the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by
the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person,
thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF,
this Power of Attorney has been signed as of the 29th day of February, 2024.
| /s/
Peter J. Barris |
|
| Peter
J. Barris |
|
| |
|
| /s/
Forest Baskett |
|
| Forest
Baskett |
|
| |
|
| /s/
Ali Behbahani |
|
| Ali
Behbahani |
|
| |
|
| /s/
Ronald D. Bernal |
|
| Ronald
D. Bernal |
|
| |
|
| /s/
Ann Bordetsky |
|
| Ann
Bordetsky |
|
| |
|
| /s/
Carmen Chang |
|
| Carmen
Chang |
|
| |
|
| /s/
Philip Chopin |
|
| Philip
Chopin |
|
| |
|
| /s/
Anthony A. Florence, Jr. |
|
| Anthony
A. Florence, Jr. |
|
| |
|
| /s/
Jonathan Golden |
|
| Jonathan
Golden |
|
| |
|
| /s/
Scott Gottlieb |
|
| Scott
Gottlieb |
|
CUSIP
No. 805111101
|
13D |
Page
22 of 22 Pages |
| /s/
Mark Hawkins |
|
| Mark
Hawkins |
|
| |
|
| /s/
Jeffrey R. Immelt |
|
| Jeffrey
R. Immelt |
|
| |
|
| /s/
Aaron Jacobson |
|
| Aaron
Jacobson |
|
| |
|
| /s/
Patrick J. Kerins |
|
| Patrick
J. Kerins |
|
| |
|
| /s/
Hilarie Koplow-McAdams |
|
| Hilarie
Koplow-McAdams |
|
| |
|
| /s/
Vanessa Larco |
|
| Vanessa
Larco |
|
| |
|
| /s/
Julio C. Lopez |
|
| Julio
C. Lopez |
|
| |
|
| /s/
Tiffany Le |
|
| Tiffany
Le |
|
| |
|
| /s/
Mohamad H. Makhzoumi |
|
| Mohamad
H. Makhzoumi |
|
| |
|
| /s/
Edward T. Mathers |
|
| Edward
T. Mathers |
|
| |
|
| /s/
Gregory Papadopoulos |
|
| Gregory
Papadopoulos |
|
| |
|
| /s/
Kavita Patel |
|
| Kavita
Patel |
|
| |
|
| /s/
Scott D. Sandell |
|
| Scott
D. Sandell |
|
| |
|
| /s/
A. Brooke Seawell |
|
| A.
Brooke Seawell |
|
| |
|
| /s/
Peter Sonsini |
|
Peter
Sonsini |
|
| |
|
| /s/
Melissa Taunton |
|
| Melissa
Taunton |
|
| |
|
| /s/
Paul E. Walker |
|
| Paul
E. Walker |
|
| |
|
| /s/
Rick Yang |
|
| Rick
Yang |
|
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