Third Harmonic Bio, Inc.
0.00%
0
1923840
88427A107
Feb 10, 2025
Feb 13, 2025, 08:31 PM
Reporting Persons (15)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| General Atlantic, L.P. | Partnership | 0.00% | 0 | 0 | 0 |
| GAP (Bermuda) L.P. | Partnership | 0.00% | 0 | 0 | 0 |
| General Atlantic GenPar (Bermuda), L.P. | Partnership | 0.00% | 0 | 0 | 0 |
| General Atlantic Partners 100, L.P. | Partnership | 0.00% | 0 | 0 | 0 |
| General Atlantic Partners (Bermuda) EU, L.P. | Partnership | 0.00% | 0 | 0 | 0 |
| General Atlantic (SPV) GP, LLC | Other | 0.00% | 0 | 0 | 0 |
| General Atlantic (Lux) S.a r.l. | CO | 0.00% | 0 | 0 | 0 |
| GAP Coinvestments III, LLC | Other | 0.00% | 0 | 0 | 0 |
| GAP Coinvestments IV, LLC | Other | 0.00% | 0 | 0 | 0 |
| GAP Coinvestments V, LLC | Other | 0.00% | 0 | 0 | 0 |
| GAP Coinvestments CDA, L.P. | Partnership | 0.00% | 0 | 0 | 0 |
| General Atlantic GenPar (Lux) SCSp | Partnership | 0.00% | 0 | 0 | 0 |
| General Atlantic Partners (Lux) SCSp | Partnership | 0.00% | 0 | 0 | 0 |
| General Atlantic (TH), L.P. | Partnership | 0.00% | 0 | 0 | 0 |
| General Atlantic GenPar, L.P. | Partnership | 0.00% | 0 | 0 | 0 |
Disclosure Items (6)
Common stock, par value $0.0001
Third Harmonic Bio, Inc.
1700 MONTGOMERY STREET, SAN FRANCISCO, CA, 94111
(a)-(c), (f) This Statement is being filed by a "group," as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Act. The members of the group are: (i) General Atlantic, L.P., a Delaware limited partnership ("GA LP"); (ii) GAP (Bermuda) L.P., a Bermuda exempted limited partnership ("GAP Bermuda LP"); (iii) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership ("GenPar Bermuda"); (iv) General Atlantic Partners 100 L.P., a Delaware limited partnership ("GAP 100"); (v) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership ("GAP Bermuda EU"); (vi) General Atlantic (SPV) GP, LLC, a Delaware limited liability corporation ("GA SPV"); (vii) General Atlantic (Lux) S.a.r.l., a Luxembourg private limited liability company ("GA Lux"); (viii) GAP Coinvestments III, LLC, a Delaware limited liability corporation ("GAPCO III"); (ix) GAP Coinvestments IV, LLC, a Delaware limited liability corporation ("GAPCO IV"); (x) GAP Coinvestments V, LLC, a Delaware limited liability corporation ("GAPCO V"); (xi) GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"); (xii) General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership ("GA GenPar Lux"); (xiii) General Atlantic Partners (Lux), SCSp, a Luxembourg special limited partnership ("GAP Lux"); (xiv) General Atlantic (TH), L.P., a Delaware limited partnership ("GA TH"); and (xv) General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar"). Each of the foregoing is referred to as a Reporting Person and collectively as the "Reporting Persons." GAP 100, GAP Bermuda EU and GAP Lux are collectively referred to as the "GA Funds." GAPCO III, GAPCO IV, GAPCO V, and GAPCO CDA are collectively referred to as the "Sponsor Coinvestment Funds." Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. The GA Funds and the Sponsor Coinvestment Funds share beneficial ownership of the common stock held of record by GA TH. The general partner of GA TH is GA SPV. The general partner of GAP Lux is GA GenPar Lux, and the general partner of GA GenPar Lux is GA Lux. The general partner of GAP Bermuda EU, and the sole shareholder of GA Lux, is GenPar Bermuda. The general partner of GAP 100 is GA GenPar, and the general partner of GA GenPar is GA LP. GAP Bermuda LP, which is controlled by the Partnership Committee of GASC MGP, LLC (the "Partnership Committee"), is the general partner of GenPar Bermuda. GA LP, which is also controlled by the Partnership Committee, is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA, and the sole member of GA SPV. As of the date hereof, there are five members of the Partnership Committee. Each of the members of the Partnership Committee disclaims ownership of the common stock except to the extent he has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the Partnership Committee is as a managing director of GA LP.
The address of GAP Bermuda LP, GenPar Bermuda and GAP Bermuda EU is c/o Conyers Client Services (Bermuda) Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of GA Lux, GA GenPar Lux, and GAP Lux is Luxembourg is 412F, Route d'Esch, L-1471 Luxembourg. The address of each of the Sponsor Coinvestment Funds, GAP 100, GA GenPar, GA LP, GA SPV and GA TH is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055.
See Item 2(a).
None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
See Row (6) of each Reporting Person's cover page and Schedule A.
The Reporting Persons obtained the funds for the purchases of common stock reported herein from contributions from the GA Funds and the Sponsor Coinvestment Funds.
Item 5 is hereby amended and replaced with the following: The percentages used herein are calculated based upon on an aggregate of 45,058,413 shares of common stock reported by the Company to be outstanding as of November 1, 2024 as reflected in the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024. By virtue of the fact that (i) the GA Funds and the Sponsor Coinvestment Funds contributed the capital to fund the IPO, and share beneficial ownership of the common stock reported herein, (ii) GA SPV is the general partner of GA TH, (iii) GAP Bermuda is the general partner of GA GenPar Bermuda, and GenPar Bermuda is the general partner of GAP Bermuda EU, and is the sole shareholder of GA Lux, (iv) GA Lux is the general partner of GA GenPar Lux and GA GenPar Lux is the general partner of GAP Lux, (v) GA LP is the general partner of GA GenPar, (vi) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the "AIFM") as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. ("GASC") in order to appoint GASC to act as the portfolio manager of GAP Lux (vii) GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and the sole member of GA SPV, and (viii) the members of the Partnership Committee control the investment decisions of GA LP, GAP Bermuda and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the common stock owned of record by GA TH. As a result, as of the date hereof, none of the Reporting Persons may be deemed to beneficially own any shares of common stock.
None of the Reporting Persons has the shared power to vote or direct the vote, or the shared power to dispose or to direct the disposition of, any shares of common stock.
The table in Exhibit 3 hereto specifies the date, amount and weighted average price of shares of common stock purchased and sold by the Reporting Persons during the 60-day period prior to February 13, 2025. The Reporting Persons effected purchases and sales of shares of common stock through open market transactions on the Nasdaq Stock Market LLC.
No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
As of the date hereof, none of the Reporting Persons is deemed to beneficially own more than 5% of the aggregate 45,058,413 shares of common stock described above. The filing of this Amendment No. 2 represents the final amendment to the Statement with respect to the Reporting Persons and constitutes an exit filing for the Reporting Persons.
Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Act (previously filed). https://www.sec.gov/Archives/edgar/data/1017645/000095014222002792/eh220290330_ex01.htm Exhibit 2: Amended and Restated Investors' Rights Agreement, dated December 17, 2021 by and among the Registrant and certain of its stockholders, filed on August 23, 2022 as Exhibit 4.2 to the Issuer's Registration Statement on Form S-1 (previously filed). https://www.sec.gov/Archives/edgar/data/1923840/000119312522227496/d319294dex42.htm Exhibit 3: Transaction details.