HarbourVest Partners SC 13G/AAxcella Health / HarbourVest Partners ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Axcella Health Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

05454B105

(CUSIP Number)

December 31, 2020

(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).

CUSIP No. 05454B105

CUSIP No. 05454B105

CUSIP No. 05454B105

CUSIP No. 05454B105

CUSIP No. 05454B105

Axcella Health Inc. (the “Issuer”)

840 Memorial Drive

Cambridge, MA 02139

(857) 320-2200

HarbourVest Partners, LLC

HarbourVest Partners L.P.

HVST-TOPE LLC

SMRS-TOPE LLC

SMRS-TOPE LLC, HVST-TOPE LLC, HarbourVest Partners L.P. and HarbourVest Partners, LLC have entered into a Joint Filing Agreement, dated February 5, 2020, a copy of which is attached as Exhibit 99.1 to the Schedule 13G filed by the reporting persons on February 5, 2020, pursuant to which such reporting persons agreed to file this statement and amendments thereto jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934.

The principal business office of each reporting person is One Financial Center, Boston, MA 02111.

Reporting entities are all organized and exist under the laws of the State of Delaware.

Common stock, par value $0.001 per share

05454B105

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐ An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b) (1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Consists of 2,807,981 shares of common stock owned directly by SMRS-TOPE LLC. HarbourVest Partners, LLC (“HarbourVest”) is the General Partner of HarbourVest Partners L.P., which is the Manager of HVST-TOPE LLC, which is the Managing Member of SMRS-TOPE LLC. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have a beneficial interest in the shares held by SMRS-TOPE LLC.

Voting and investment power over the securities owned directly by SMRS-TOPE LLC is exercised by the Investment Committee of HarbourVest. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC and the members of the HarbourVest Investment Committee disclaim beneficial ownership of the shares held directly by SMRS-TOPE LLC.

7.5% (based on the Issuer’s aggregate of 37,540,886 shares of common stock outstanding as of November 9, 2020, as reported in the Issuer’s Form 10-Q, filed with the SEC on November 12, 2020).

(i) Sole power to vote or to direct the vote:

SMRS-TOPE LLC has the sole power to vote or to direct the vote 2,807,981 shares of common stock.

(ii) Shared power to vote or to direct the vote:

HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have shared power to vote or direct the vote of 2,807,981 shares of common stock. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC disclaim such beneficial ownership of such shares.

(iii) Sole power to dispose or to direct the disposition:

SMRS-TOPE LLC has the sole power to dispose or to direct the disposition of 2,807,981 shares of common stock.

(iv) Shared power to dispose or to direct the disposition:

HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have shared power to dispose or direct the disposition of 2,807,981 shares of common stock. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC disclaim such beneficial ownership of such shares.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]:

See item 4 above.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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 16, 2021