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. 5)*

 

Aimmune Therapeutics, Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

00900T107

 

(CUSIP Number)

 

December 31, 2019

 

(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)

 

xRule 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 11

 

Exhibit Index on Page 11

 

 

   

 

 

CUSIP # 00900T107

Page 2 of 11

 

1 NAME OF REPORTING PERSONS      Foresite Capital Fund II, L.P. (“FCF II”)
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
0 shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

             ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%
12 TYPE OF REPORTING PERSON PN

 

   

 

 

CUSIP # 00900T107

Page 3 of 11

 

1 NAME OF REPORTING PERSONS      Foresite Capital Management II, LLC (“FCM II”)
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

0 shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

             ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%
12 TYPE OF REPORTING PERSON OO

 

   

 

 

CUSIP # 00900T107 Page 4 of 11

 

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

0 shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

             ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%
12 TYPE OF REPORTING PERSON PN

 

   

 

 

CUSIP # 00900T107 Page 5 of 11

 

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

0 shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

             ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%
12 TYPE OF REPORTING PERSON OO

 

   

 

 

CUSIP # 00900T107 Page 6 of 11

 

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

0 shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

             ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%
12 TYPE OF REPORTING PERSON IN

 

   

 

 

CUSIP # 00900T107 Page 7 of 11

 

ITEM 1(A).NAME OF ISSUER

 

Aimmune Therapeutics, Inc. (the “Issuer”)

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

8000 Marina Blvd., Suite 300

Brisbane, CA 94005

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule is filed by Foresite Capital Fund II, L.P., a Delaware limited partnership, Foresite Capital Management II, LLC, a Delaware limited liability company, Foresite Capital Fund III, L.P., a Delaware limited partnership, Foresite Capital Management III, LLC, a Delaware limited liability company and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

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

 

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

 

Common Stock

 

ITEM 2(D)CUSIP NUMBER

 

00900T107

 

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 December 31, 2019:

 

   

 

 

CUSIP # 00900T107 Page 8 of 11

 

(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

 

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 5 percent of the class of securities, check the following x.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Not applicable

 

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

 

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 # 00900T107 Page 9 of 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 13, 2020

 

  FORESITE CAPITAL FUND II, L.P.
   
  By: FORESITE CAPITAL MANAGEMENT II, LLC
  Its: General Partner
   
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
   
   
  FORESITE CAPITAL MANAGEMENT II, LLC
   
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
   
   
  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
   
   
  JAMES TANANBAUM
   
  By: /s/ James Tananbaum
  Name: James Tananbaum

 

   

 

 

CUSIP # 00900T107 Page 10 of 11

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   12

 

   

 

 

CUSIP # 00900T107 Page 11 of 11

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons 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 Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.