Lundbeckfond Invest A/S SC 13GReneo Pharmaceuticals / Lundbeckfond Invest A/S ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )

Reneo Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

75974E103

(CUSIP Number)

December 31, 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)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in 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).

Schedule 13G

Item 1(a). Name of Issuer:

Reneo Pharmaceuticals, Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

18575 Jamboree Road, Suite 275-S

Irvine, CA 92612

Item 2(a). Name of Persons Filing:

This joint statement on Schedule 13G is being filed by Lundbeckfond Invest A/S (“Lundbeckfond”) and Lene Skole (“Skole”). Lundbeckfond and Skole collectively are referred to as the “Reporting Persons.”

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office of each Reporting Person is: c/o Lundbeckfond Invest A/S, Scherfigsvej 7, DK-2100, Copenhagen, Denmark.

Item 2(c). Citizenship:

Lundbeckfond is a private Danish corporation.

Skole is a citizen of Denmark.

Item 2(d). Title of Class of Securities:

Common Stock, $0.0001 par value per share (“Common Stock”).

Item 2(e). CUSIP Number:

75974E103

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.

(a)    Amount beneficially owned:

See line 9 of cover sheets.

(b)    Percent of class:

See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 24,423,900 shares of Common Stock outstanding as of November 9, 2021, as reported by the Issuer in its Form 10Q.

(c)    Number of shares as to which the person has:

(i)    Sole power to vote or to direct the vote: see line 5 of cover sheets.*

(ii)    Shared power to vote or to direct the vote: see line 6 of cover sheets.*

(iii)    Sole power to dispose or to direct the disposition of: see line 7 of cover sheets.*

(iv)    Shared power to dispose or to direct the disposition of: see line 8 of cover sheets.*

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 governing documents of Lundbeckfond, the stockholders of Lundbeckfond may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

Material to be Filed as Exhibits.

Exhibit 1 – Agreement Regarding Joint Filing of Schedule 13G.

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: January 26, 2022