Versant Venture Capital V SC 13D/A Repare Therapeutics / Versant Venture Capital V ownership change

Versant Venture Capital V SC 13D/ARepare Therapeutics / Versant Venture Capital V ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 4)*

REPARE THERAPEUTICS INC.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

760273102

(CUSIP Number)

Versant Venture Capital V, L.P.

Robin L. Praeger

One Sansome Street, Suite 3630

San Francisco, CA 94104

415-801-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 3, 2022

(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. ☐

*	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.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Venture Capital V, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware, United States

(1)

This Schedule 13D is filed by Versant Venture Capital V, L.P. (“VVC V”), Versant Affiliates Fund V, L.P. (“VAF V”), Versant Ophthalmic Affiliates Fund I, L.P. (“VOA”), Versant Ventures V, LLC (“VV V”), Versant Venture Capital VI, L.P. (“Versant VI”), Versant Ventures VI GP, L.P. (“GP VI”), Versant Ventures VI GP-GP, LLC (“LLC VI”), Versant Vantage I, L.P. (“Vantage LP”), Versant Vantage I GP, L.P. (“Vantage GP”), Versant Vantage I GP-GP, LLC (“Vantage LLC”), Versant Ventures V GP-GP (Canada), Inc. (“VV V CAN GP”), Versant Ventures V (Canada), L.P. (“VV V CAN”), Versant Venture Capital V (Canada) LP (“VVC CAN” and, with VV V CAN GP, Vantage LLC, VVC V, VAF V, VOA, VV V CAN, VV V, Versant VI, GP VI, LLC VI, Vantage LP and Vantage GP, collectively, the “Reporting Persons”). VV V is the sole general partner of VVC V, VAF V and VOA. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP. VV V CAN GP is the sole general partner of VV V CAN, and VV V CAN is the sole general partner of VVC CAN. Each of VV V CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by VVC V. VV V is the sole general partner of VVC V and may be deemed to have voting and dispositive power over the securities held by VVC V and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended March 31, 2022, filed with the United States Securities and Exchange Commission on May 5, 2022 (the “Form 10-Q”).


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Affiliates Fund V, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware, United States

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by VAF V. VV V is the sole general partner of VAF V and may be deemed to have voting and dispositive power over the securities held by VAF V and as a result may be deemed to have beneficial ownership over such securities.

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Ophthalmic Affiliates Fund I, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware, United States

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by VOA. VV V is the sole general partner of VOA and may be deemed to have voting and dispositive power over the securities held by VOA and as a result may be deemed to have beneficial ownership over such securities.

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Ventures V, LLC
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes (i) 850,560 shares are held by VVC V, (ii) 25,587 shares held by VAF V, and (iii) 28,322 shares held by VOA. VV V is the sole general partner of VVC V, VAF V and VOA and may be deemed to have voting and dispositive power over the securities held by VVC V, VAF V and VOA.

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Venture Capital V (Canada) LP
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Ontario, Canada

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN, and VV V CAN is the sole general partner of VVC CAN. Each of VV V CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN and as a result may be deemed to have beneficial ownership over such securities.

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Ventures V GP-GP (Canada), Inc.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Ventures V (Canada), L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Venture Capital VI, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Ventures VI GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Ventures VI GP-GP, LLC
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Vantage I, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP and as a result may be deemed to have beneficial ownership over such securities.

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Vantage I GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D


1.		Name of Reporting Persons Versant Vantage I GP-GP, LLC
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

(3)	This calculation is based upon 41,894,235 shares of the Issuer’s Common Shares outstanding as of May 5, 2022, as reported in the Form 10-Q.


CUSIP No. 760273102		13D

Explanatory Note:

This Amendment No 4. (“Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the “Commission”) on July 7, 2020, as amended by Amendment No. 1 filed with the Commission on January 25, 2021, Amendment No. 2 filed with the Commission on February 26, 2021 and Amendment No. 3 filed with the Commission on August 16, 2021 (collectively, the “Original 13D”). Only those items that are hereby reported are amended; all other items reported in the Original 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original 13D.

Item 1. Security and Issuer

This Amendment relates to the common shares (the “Common Shares”) of Repare Therapeutics, Inc., a corporation organized under the Business Corporations Act (Quèbec) (the “Issuer”), with its principal executive offices located at 7210 Frederick-Banting, Suite 100, Montrèal, Quèbec, Canada H4S 2A1. The Common Shares have no par value.

Item 5. Interest in Securities of the Issuer

Solely on behalf of, and only to the extent that it relates to the Reporting Persons, Item 5 of the Original 13D is hereby amended as follows:

(a) and (b) See Items 7-11 of the cover pages of this Amendment.

(c) On June 3, 2022, VVC V sold 438,795 Common Shares at a weighted average price per share of $12.2517 for aggregate proceeds of approximately $5,375,984.70.

On June 3, 2022, VAF V sold 13,199 Common Shares at a weighted average price per share of $12.2517 for aggregate proceeds of approximately $161,710.19.

On June 3, 2022, VOA sold 14,611 Common Shares at a weighted average price per share of $12.2517 for aggregate proceeds of approximately $179,009.59.

On June 3, 2022, VVC CAN sold 33,395 Common Shares at a weighted average price per share of $12.2517 for aggregate proceeds of approximately $409,145.52.

On June 3, 2022, Versant VI sold 250,000 Common Shares at a weighted average price per share of $12.2517 for aggregate proceeds of approximately $3,062,925.00.

On June 6, 2022, VVC V effected a pro rata distribution without additional consideration of 614,315 Common Shares to (i) VV V, its general partner, and (ii) its limited partners. VV V then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distribution to its members.

On June 6, 2022, VAF V effected a pro rata distribution without additional consideration of 18,478 Common Shares to (i) VV V, its general partner, and (ii) its limited partners. VV V then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distribution to its members.

On June 6, 2022, VOA effected a pro rata distribution without additional consideration of 20,454 Common Shares to (i) VV V, its general partner, and (ii) its limited partners. VV V then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distribution to its members.

On June 6, 2022, VVC CAN effected a pro rata distribution without additional consideration of 46,753 Common Shares to (i) VV V CAN, its general partner, and (ii) its limited partners. VV V CAN then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distribution to its limited partners.

(d) Under certain circumstances set forth in the respective limited partnership agreements of each of VVC V, VAF V, VOA, VVC CAN, Versant VI and Vantage LP (the “Funds”), the respective general partners and limited partners of the Funds may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

(e) Not applicable.

SIGNATURE

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.

June 13, 2022


Versant Venture Capital V, L.P.
By: Versant Ventures V, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Affiliates Fund V, L.P.
By: Versant Ventures V, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Ophthalmic Affiliates Fund I, L.P.
By: Versant Ventures V, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Ventures V, LLC

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Venture Capital V (Canada) LP
By: Versant Ventures V (Canada), L.P.
Its: General Partner
By: Versant Ventures V GP-GP (Canada), Inc.
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Director

Versant Ventures V GP-GP (Canada), Inc.

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Director

Versant Ventures V (Canada), L.P.
By: Versant Ventures V GP-GP (Canada), Inc.
Its: General Partner


By:		/s/ Robin L. Praeger
		Robin L. Praeger, Director



Versant Venture Capital VI, L.P.
By: Versant Ventures VI GP, L.P.
Its: General Partner

By: Versant Ventures VI GP-GP, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Ventures VI GP, L.P.
By: Versant Ventures VI GP-GP, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Ventures VI GP-GP, LLC

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Vantage I, L.P.
By: Versant Vantage I GP, L.P.
Its: General Partner
By: Versant Vantage I GP-GP, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Vantage I GP, L.P.
By: Versant Vantage I GP-GP, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Vantage I GP-GP, LLC

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

850,560 Common Shares (2)

Shared Voting Power

0

Sole Dispositive Power

850,560 Common Shares (2)

Shared Dispositive Power

0