CUSIP
No. 98420X103
|
13D |
Page
2 of 25 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Growth Equity Opportunities 18 VGE, 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 Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
3 of 25 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA 18 Venture Growth Equity, 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 Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
4 of 25 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA Partners 18 VGE, 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 Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
5 of 25 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA 18 VGE 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
Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
6 of 25 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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
7 of 25 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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
8 of 25 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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
9 of 25 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Liza Landsman
|
|
|
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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
10 of 25 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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
11 of 25 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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
12 of 25 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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
13 of 25 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Peter W. Sonsini
|
|
|
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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
14 of 25 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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
15 of 25 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
12,136,793 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
12,136,793 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,136,793 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)
9.99%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 98420X103
|
13D |
Page
16 of 25 Pages |
Schedule
13D
Item
1. Security and Issuer.
This
Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statements on the Schedule 13D originally
filed on July 19, 2022 relating to the common stock, $0.001 par value (the “Common Stock”), of X4 Pharmaceuticals, Inc. (the
“Issuer”), having its principal executive office at 61 North Beacon Street, 4th Floor, Boston, Massachusetts.
Certain
terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
Growth Equity Opportunities 18 VGE, LLC (“GEO”);
(b)
NEA 18 Venture Growth Equity, L.P. (“NEA 18 VGE”), which is the sole member of GEO; NEA Partners 18 VGE, L.P. (“NEA
Partners 18 VGE”), which is the sole general partner of NEA 18 VGE; and NEA 18 VGE GP, LLC (“NEA 18 VGE LLC” and, together
with NEA Partners 18 VGE, the “Control Entities”), which is the sole general partner of NEA Partners 18 VGE; and
(c)
Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence, Jr. (“Florence”), Liza
Landsman (“Landsman”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D.
Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”), Paul Walker (“Walker”) and Rick Yang (“Yang”)
(together, the “Managers”). The Managers are the managers of NEA 18 VGE 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 18 VGE, 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 Behbahani and Mathers is New Enterprise Associates,
5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Chang, Makhzoumi, Sonsini, Walker
and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office
of Florence and Landsman is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
The
principal business of GEO and NEA 18 VGE is to invest in and assist growth-oriented businesses located principally in the United States.
The principal business of NEA Partners 18 VGE is to act as the sole general partner of NEA 18 VGE. The principal business of NEA 18 VGE
LLC is to act as the sole general partner of NEA Partners 18 VGE. 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 18 VGE LLC are limited liability companies organized under the laws of the State of Delaware. NEA 18 VGE and NEA Partners 18
VGE are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP
No. 98420X103
|
13D |
Page
17 of 25 Pages |
Item
3. Source and Amount of Funds or Other Consideration.
On December 9, 2022, the Issuer
completed the closing of an underwritten offering (the “Offering”) of (i) 52,300,000 shares of Common Stock, (ii) pre-funded
warrants to purchase 6,800,000 shares of Common Stock (the “Pre-Funded Warrants”) and (iii) Class C warrants to purchase 29,550,000
shares of Common Stock or Pre-Funded Warrants (the “Class C Warrants”).
In connection with the Offering
GEO purchased (i) 5,213,636 shares of Common Stock (the “GEO Common Shares”) at a purchase price of $1.09 per share; (ii)
Pre-Funded Warrants to purchase 6,150,000 shares of Common Stock (the “GEO Pre-Funded Warrant Shares”), each pre-funded Warrant
having an exercise price of $0.001 per share of Common Stock; and (iii) Class C Warrants to purchase 11,363,636 shares of Common Stock
(the “GEO Class C Warrant Shares”) at an exercise price of $1.50 per share and requiring the exercise of two warrants. The
exercise prices of both the GEO Class C Warrants and GEO Pre-Funded Warrants are subject to certain adjustments per the Form of Class
C Warrant and Form of Pre-Funded Warrant respectively. The GEO Pre-Funded Warrants and GEO Class C Warrants are exercisable at the option
of GEO at any time after their issuance; provided, that (i) the GEO Pre-Funded Warrants carry a limitation on exercise preventing GEO
from exercise if such exercise results in GEO beneficially owning in excess of 9.99% of the number of shares of the Issuer’s Common
Stock, which percentage can be increased or decreased at the option of GEO upon 61 days prior notice however not to exceed 19.99% (the
“Pre-Funded Warrant Beneficial Ownership Limitation”); and (ii) that the GEO Class C Warrants expire 60 months from date of
issuance and carry a limitation on exercise preventing GEO from exercise if such exercise results in GEO beneficially owning in excess
of 4.99% of the number of shares of the Issuer’s Common Stock, which percentage can be increased or decreased at the option of GEO
upon 61 days prior notice however not to exceed 9.99% (the “Class C Warrant Beneficial Ownership Limitation”).
GEO now owns a total of 11,736,793
shares of the Issuer’s Common Stock and a right, upon exercise of the GEO Pre-Funded Warrants and/or the GEO Warrants and taking
into account the Beneficial Ownership Limitation, to purchase up to 400,000 shares of the Issuer’s Common Stock for a total deemed
ownership of 12,136,793 shares of Common Stock (the “GEO Shares”).
The working capital of GEO is the source of the funds for the purchase
of the GEO Shares. No part of the purchase price of the GEO Shares is represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the GEO Shares.
Item
4. Purpose of Transaction.
GEO agreed to acquire the GEO Shares for investment
purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, GEO
and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting
Persons has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities
of the Issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer’s business or corporate structure; |
| (g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
CUSIP
No. 98420X103
|
13D |
Page
18 of 25 Pages |
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
18 VGE may be deemed to own beneficially the GEO Shares. As the general partner of NEA 18 VGE, NEA Partners 18 VGE may be deemed to own
beneficially the GEO Shares. As the sole general partner of NEA Partners 18 VGE, NEA 18 VGE LLC may be deemed to own beneficially the
GEO Shares. As members of NEA 18 VGE 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 121,441,810 shares of Common Stock, which includes: the sum of (i) 121,034,553 shares
of Common Stock reported by the Issuer to be outstanding following the Issuer’s offering described in the Issuer’s prospectus
supplement filed under Rule 424(b)(5), filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2022
and (ii) 400,000 shares of Common Stock underlying the GEO Pre-Funded Warrants and/or GEO Warrants.
| (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) | Except as set forth in Item 3 above, 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
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.
Exhibit
3 – Power of Attorney on behalf of Liza Landsman regarding filings under the
Securities Exchange Act of 1934, as amended.
CUSIP
No. 98420X103
|
13D |
Page
19 of 25 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 19th day of December, 2022.
GROWTH
EQUITY OPPORTUNITIES 18 VGE, LLC
| By: | NEA
18 VENTURE GROWTH EQUITY, L.P.
Sole
Member |
| By: | NEA
PARTNERS 18 VGE, L.P.
General
Partner |
| By: | NEA
18 VGE GP, LLC
General
Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
18 VENTURE GROWTH EQUITY, L.P.
| By: | NEA
PARTNERS 18 VGE, L.P.
General
Partner |
| By: | NEA
18 VGE GP, LLC
General
Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 18 VGE, L.P.
| By: | NEA
18 VGE GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
18 VGE GP, LLC
By:
*
Scott
D. Sandell
Chief
Executive Officer
CUSIP
No. 98420X103
|
13D |
Page
20 of 25 Pages |
*
Ali Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Liza
Landsman
*
Mohamad
H. Makhzoumi
*
Edward
T. Mathers
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul Walker
*
Rick
Yang
*/s/
Louis S. Citron
Louis
S. Citron
As
attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 98420X103
|
13D |
Page
21 of 25 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 X4 Pharmaceuticals, Inc.
EXECUTED
this 19th day of December, 2022.
GROWTH
EQUITY OPPORTUNITIES 18 VGE, LLC
| By: | NEA
18 VENTURE GROWTH EQUITY, L.P.
Sole
Member |
| By: | NEA
PARTNERS 18 VGE, L.P.
General
Partner |
| By: | NEA
18 VGE GP, LLC
General
Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
18 VENTURE GROWTH EQUITY, L.P.
| By: | NEA
PARTNERS 18 VGE, L.P.
General
Partner |
| By: | NEA
18 VGE GP, LLC
General
Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 18 VGE, L.P.
| By: | NEA
18 VGE GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
18 VGE GP, LLC
By:
*
Scott
D. Sandell
Chief
Executive Officer
CUSIP
No. 98420X103
|
13D |
Page
22 of 25 Pages |
*
Ali Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Liza
Landsman
*
Mohamad
H. Makhzoumi
*
Edward
T. Mathers
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul Walker
*
Rick
Yang
*/s/
Louis S. Citron
Louis
S. Citron
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron
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. 98420X103
|
13D |
Page
23 of 25 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Louis S. Citron, Timothy Schaller, Sasha Keough 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, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, 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.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
CUSIP
No. 98420X103
|
13D |
Page
24 of 25 Pages |
/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang
CUSIP
No. 98420X103
|
13D |
Page
25 of 25 Pages |
EXHIBIT
3
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the
others, 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 herself as an individual or in 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, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and
Exchange Commission, 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 she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact,
or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of April, 2020.
/s/
Liza Landsman
Liza
Landsman