SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Aclaris Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.00001
(Title of Class of Securities)
00461U105
(CUSIP Number)
February 5, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*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).
(Continued on following pages)
Page 1 of 15
Exhibit Index on Page 13
CUSIP # 00461U105 | Page 2 of 15 |
1 | NAME OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF III”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ |
(b) x |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,954,904 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 |
SOLE DISPOSITIVE POWER 1,954,904 shares, except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,954,904 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.0%1 |
12 | TYPE OF REPORTING PERSON | PN |
1 Based on 48,400,101 shares of Common Stock outstanding as reported by the Issuer in its final prospectus supplement dated January 20, 2021 and filed with the Securities and Exchange Commission on January 20, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
CUSIP # 00461U105 | Page 3 of 15 |
1 | NAME OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM III”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ |
(b) x |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,954,904 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 1,954,904 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,954,904 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.0%2 |
12 | TYPE OF REPORTING PERSON | OO |
2 Based on 48,400,101 shares of Common Stock outstanding as reported by the Issuer in its final prospectus supplement dated January 20, 2021 and filed with the Securities and Exchange Commission on January 20, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
CUSIP # 00461U105 | Page 4 of 15 |
1 | NAME OF REPORTING PERSONS Foresite Capital Fund IV, L.P. (“FCF IV”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ |
(b) x |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 3,399,034 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 3,399,034 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,399,034 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.0%3 |
12 | TYPE OF REPORTING PERSON | PN |
3 Based on 48,400,101 shares of Common Stock outstanding as reported by the Issuer in its final prospectus supplement dated January 20, 2021 and filed with the Securities and Exchange Commission on January 20, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
CUSIP # 00461U105 | Page 5 of 15 |
1 | NAME OF REPORTING PERSONS Foresite Capital Management IV, LLC (“FCM IV”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ |
(b) x |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 3,399,034 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 3,399,034 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,399,034 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.0%4 |
12 | TYPE OF REPORTING PERSON | OO |
4 Based on 48,400,101 shares of Common Stock outstanding as reported by the Issuer in its final prospectus supplement dated January 20, 2021 and filed with the Securities and Exchange Commission on January 20, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
CUSIP # 00461U105 | Page 6 of 15 |
1 | NAME OF REPORTING PERSONS Foresite Capital Fund V, L.P. (“FCF V”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ |
(b) x |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,258,243 shares, except that Foresite Capital Management V, LLC (“FCM V”), the general partner of FCF V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 1,258,243 shares, except that FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,258,243 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 2.6%5 |
12 | TYPE OF REPORTING PERSON | PN |
5 Based on 48,400,101 shares of Common Stock outstanding as reported by the Issuer in its final prospectus supplement dated January 20, 2021 and filed with the Securities and Exchange Commission on January 20, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
CUSIP # 00461U105 | Page 7 of 15 |
1 | NAME OF REPORTING PERSONS Foresite Capital Management V, LLC (“FCM V”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ |
(b) x |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,258,243 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 1,258,243 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,258,243 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 2.6%6 |
12 | TYPE OF REPORTING PERSON | OO |
6 Based on 48,400,101 shares of Common Stock outstanding as reported by the Issuer in its final prospectus supplement dated January 20, 2021 and filed with the Securities and Exchange Commission on January 20, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
CUSIP # 00461U105 | Page 8 of 15 |
1 | NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ |
(b) x |
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 6,612,181 shares, of which 1,954,904 are directly owned by FCF III, 3,399,034 are directly owned by FCF IV and 1,258,243 are directly owned by FCF V. Tananbaum is the managing member of FCM III, which is the general partner of FCF III, the managing member of FCM IV, which is the general partner of FCF IV, and the managing member of FCM V, which is the general partner of FCF V. Tananbaum may be deemed to have sole power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 6,612,181 shares, of which 1,954,904 are directly owned by FCF III, 3,399,034 are directly owned by FCF IV and 1,258,243 are directly owned by FCF V. Tananbaum is the managing member of FCM III, which is the general partner of FCF III, the managing member of FCM IV, which is the general partner of FCF IV, and the managing member of FCM V, which is the general partner of FCF V. Tananbaum may be deemed to have sole power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,612,181 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 13.7%7 |
12 | TYPE OF REPORTING PERSON | IN |
7 Based on 48,400,101 shares of Common Stock outstanding as reported by the Issuer in its final prospectus supplement dated January 20, 2021 and filed with the Securities and Exchange Commission on January 20, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
CUSIP # 00461U105 | Page 9 of 15 |
ITEM 1(A). | NAME OF ISSUER |
Aclaris Therapeutics, Inc. (the “Issuer”)
ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 640 Lee Road, Suite 200 Wayne, PA 10987 |
ITEM 2(A). | NAME OF PERSONS FILING
|
ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
c/o Foresite Capital Management
600 Montgomery Street, Suite 4500
San Francisco, CA 94111
ITEM 2(C). | CITIZENSHIP
|
ITEM 2(D). | TITLE OF CLASS OF SECURITIES Common Stock, par value $0.00001 |
ITEM 2(D) | CUSIP NUMBER 00461U105 |
ITEM 3. | If this statement
is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable. |
ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of February 5, 2021:
CUSIP # 00461U105 | Page 10 of 15 |
(a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
(b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
(ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
(iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
(iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. |
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances set forth in the limited partnership agreements of FCF III, FCF IV and FCF V and the limited liability company agreements of FCM III, FCM IV and FCM V the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member. |
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY Not applicable. |
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable |
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable |
CUSIP # 00461U105 | Page 11 of 15 |
ITEM 10. | CERTIFICATION. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
CUSIP # 00461U105 | Page 12 of 15 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2021
FORESITE CAPITAL FUND III, L.P. | ||
By: | FORESITE CAPITAL MANAGEMENT III, LLC | |
Its: | General Partner |
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL MANAGEMENT III, LLC | ||
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL FUND IV, L.P. | ||
By: | FORESITE CAPITAL MANAGEMENT IV, LLC | |
Its: | General Partner |
By: | /s/ James Tananbaum |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL MANAGEMENT IV, LLC | ||
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL FUND V, L.P. | ||
By: | FORESITE CAPITAL MANAGEMENT V, LLC | |
Its: | General Partner |
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL MANAGEMENT V, LLC | ||
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
JAMES TANANBAUM | ||
By: | /s/ James Tananbaum | |
Name: | James Tananbaum |
CUSIP # 00461U105 | Page 13 of 15 |
EXHIBIT INDEX
Found on Sequentially | |
Exhibit | Numbered Page |
Exhibit A: Agreement of Joint Filing | 14 |
CUSIP # 00461U105 | Page 14 of 15 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 11, 2021
FORESITE CAPITAL FUND III, L.P. | ||
By: | FORESITE CAPITAL MANAGEMENT III, LLC | |
Its: | General Partner |
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL MANAGEMENT III, LLC | ||
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL FUND IV, L.P. | ||
By: | FORESITE CAPITAL MANAGEMENT IV, LLC | |
Its: | General Partner |
By: | /s/ James Tananbaum |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL MANAGEMENT IV, LLC | ||
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
FORESITE CAPITAL FUND V, L.P. | ||
By: | FORESITE CAPITAL MANAGEMENT V, LLC | |
Its: | General Partner |
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
CUSIP # 00461U105 | Page 15 of 15 |
FORESITE CAPITAL MANAGEMENT V, LLC | ||
By: | /s/ James Tananbaum | |
Name: | James Tananbaum | |
Title: | Managing Member |
JAMES TANANBAUM | ||
By: | /s/ James Tananbaum | |
Name: | James Tananbaum |