CUSIP No. 36870G 105
|
||||||||
1
|
NAME OF REPORTING PERSONS
FS Development Holdings, LLC
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS
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
|
||||||
8
|
SHARED VOTING POWER
4,870,250
|
|||||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||||
10
|
SHARED DISPOSITIVE POWER
4,870,250
|
|||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,870,250
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.26%*
|
|||||||
14.
|
TYPE OF REPORTING PERSON
OO
|
|||||||
*
|
Percent of class is calculated based on 43,244,453 shares of common stock, par value $0.0001 (the “Common Stock”), of Gemini Therapeutics, Inc. (the “Issuer”) outstanding as of August
5, 2022, as reported by the Issuer in its Current Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 11, 2022 (the “10-Q”).
|
CUSIP No. 36870G 105
|
||||||||
1
|
NAME OF REPORTING PERSONS
Foresite Capital Fund V, L.P.
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS
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
|
||||||
8
|
SHARED VOTING POWER
4,870,250
|
|||||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||||
10
|
SHARED DISPOSITIVE POWER
4,870,250
|
|||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,870,250
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.26%*
|
|||||||
14.
|
TYPE OF REPORTING PERSON
PN
|
|||||||
*
|
Percent of class is calculated based on 43,244,453 shares of the Common Stock of the Issuer outstanding as of August 5, 2022, as reported by the Issuer in the 10-Q.
|
CUSIP No. 36870G 105
|
||||||||
1
|
NAME OF REPORTING PERSONS
Foresite Capital Management V, LLC
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS
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
|
||||||
8
|
SHARED VOTING POWER
4,870,250
|
|||||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||||
10
|
SHARED DISPOSITIVE POWER
4,870,250
|
|||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,870,250
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.26%*
|
|||||||
14.
|
TYPE OF REPORTING PERSON
OO
|
|||||||
*
|
Percent of class is calculated based on 43,244,453 shares of the Common Stock of the Issuer outstanding as of August 5, 2022, as reported by the Issuer in the 10-Q.
|
CUSIP No. 36870G 105
|
||||||||
1
|
NAME OF REPORTING PERSONS
Foresite Capital Opportunity Fund V, L.P.
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS
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
|
||||||
8
|
SHARED VOTING POWER
4,870,250
|
|||||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||||
10
|
SHARED DISPOSITIVE POWER
4,870,250
|
|||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,870,250
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.26%*
|
|||||||
14.
|
TYPE OF REPORTING PERSON
PN
|
|||||||
*
|
Percent of class is calculated based on 43,244,453 shares of the Common Stock of the Issuer outstanding as of August 5, 2022, as reported by the Issuer in the 10-Q.
|
CUSIP No. 36870G 105
|
||||||||
1
|
NAME OF REPORTING PERSONS
Foresite Capital Opportunity Management V, LLC
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS
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
|
||||||
8
|
SHARED VOTING POWER
4,870,250
|
|||||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||||
10
|
SHARED DISPOSITIVE POWER
4,870,250
|
|||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,870,250
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.26%*
|
|||||||
14.
|
TYPE OF REPORTING PERSON
OO
|
|||||||
*
|
Percent of class is calculated based on 43,244,453 shares of the Common Stock of the Issuer outstanding as of August 5, 2022, as reported by the Issuer in the 10-Q.
|
CUSIP No. 36870G 105
|
||||||||
1
|
NAME OF REPORTING PERSONS
James Tananbaum
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS
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
|
||||||
8
|
SHARED VOTING POWER
4,870,250
|
|||||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||||
10
|
SHARED DISPOSITIVE POWER
4,870,250
|
|||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,870,250
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.26%*
|
|||||||
14.
|
TYPE OF REPORTING PERSON
IN
|
|||||||
*
|
Percent of class is calculated based on 43,244,453 shares of the Common Stock of the Issuer outstanding as of August 5, 2022, as reported by the Issuer in the 10-Q.
|
ITEM 4.
|
PURPOSE OF THE TRANSACTION
|
ITEM 5.
|
INTEREST OF SECURITIES OF THE ISSUER.
|
1.
|
As of the date hereof, FSDH beneficially owned directly 4,870,250 shares of Common Stock, representing 11.26% of the Issuer’s Common Stock.
|
|
(c)
|
Except for the transactions described in Item 4 of this Amendment, none of the Reporting Persons has engaged in any transaction during the past 60 days involving the Common Stock.
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|||
Exhibit No.
|
Description
|
|||
1
|
Form of Gemini Support Agreement (incorporated by reference to Exhibit 10.2 to Form 8-K filed by Gemini on August 10, 2022 (File No. 001-39438)).
|
|||
2
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to Form 8-K filed by Gemini on August 10, 2022 (File No. 001-39438)).
|
FS DEVELOPMENT HOLDINGS, LLC
|
|||
/s/ James B. Tananbaum
|
|||
Name:
|
James B. Tananbaum
|
||
Title:
|
Chief Executive Officer
|
||
FORESITE CAPITAL FUND V, L.P.
|
|||
By:
|
Foresite Capital Management V, LLC
|
||
Its:
|
General Partner
|
||
/s/ James B. Tananbaum
|
|||
Name:
|
James B. Tananbaum
|
||
Title:
|
Managing Member
|
||
FORESITE CAPITAL MANAGEMENT V, LLC
|
|||
/s/ James B. Tananbaum
|
|||
Name:
|
James B. Tananbaum
|
||
Title:
|
Managing Member
|
||
FORESITE CAPITAL OPPORTUNITY FUND V, L.P.
|
|||
By:
|
Foresite Capital Management V, LLC
|
||
Its:
|
General Partner
|
||
/s/ James B. Tananbaum
|
|||
Name:
|
James B. Tananbaum
|
||
Title:
|
Managing Member
|
||
FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC
|
|||
/s/ James B. Tananbaum
|
|||
Name:
|
James B. Tananbaum
|
||
Title:
|
Managing Member
|
||
/s/ James B. Tananbaum
|
|||
Name:
|
James B. Tananbaum
|