UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Prime Medicine, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
74168J101
(CUSIP Number)
Mark McDonnell
ARCH Venture Management, LLC
8755 W. Higgins Road Suite 1025
Chicago,
IL 60631
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 15, 2024
(Date of Event which Requires Filing of this Statement)
*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).
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. ☐
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
CUSIP
No. 74168J101
|
13D |
Page
2 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Fund X, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
3 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Fund X Overage, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
4 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Fund XII, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
5 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Partners X, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
6 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Partners X Overage, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
7 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Partners XII, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
8 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Partners X, LLC
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
9 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Partners XII, LLC
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
10 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Robert Nelsen
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
16,080
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
16,080
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,472,674
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
11 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Keith Crandell
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
12 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Kristina Burow
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0 Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
13 of 23 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Steven Gillis
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,456,594
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 74168J101
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13D |
Page
14 of 23 Pages |
| Item 1. | Security
and Issuer. |
This statement relates to the Common Stock, $0.00001 par value per share
(the “Common Stock”), of Prime Medicine, Inc. (the “Issuer”) having its principal executive office at 21 Erie
St., Cambridge, MA 02139 USA.
| Item 2. | IDENTITY
AND BACKGROUND. |
| (a) | This statement is being filed by (1) ARCH Venture Fund X, L.P. (“AVF
X”), (2) ARCH Venture Partners X, L.P. (“AVP X LP”) which is the sole general partner of AVF X, (3) ARCH Venture Partners
X, LLC (“AVP X LLC”) which is the sole general partner of AVP X LP and AVP X Overage LP (defined below), (4) ARCH Venture
Fund X Overage, L.P. (“AVF X Overage”), (5) ARCH Venture Partners X Overage, L.P. (“AVP X Overage LP”), which
is the sole general partner of AVF X Overage, (6) ARCH Venture Fund XII, L.P. (“AVF XII”), (7) ARCH Venture Partners XII,
L.P. (“AVP XII LP”) which is the sole general partner of AVF XII, (8) ARCH Venture Partners XII, LLC (“AVP XII LLC”)
which is the sole general partner of AVP XII LP, (9) Keith Crandell (“Crandell”), (10) Robert Nelsen (“Nelsen”),
(11) Kristina Burow (“Burow”), and (12) Steven Gillis (“Gillis”, and together with Nelsen, Crandell and Burow,
referred to individually as “Committee Member” or collectively as either the “AVP X Investment Committee Members”
or the “AVP XII Investment Committee Members”). Each of the individuals and entities above shall be referred to
herein as a “Reporting Person” and collectively as the “Reporting Persons”. |
| (b) | The business address of each of the
Reporting Persons is 8755 West Higgins Road, Suite 1025, Chicago, IL, 60631. |
| (c) | The principal business of AVP X LP is to act as the general partner of
AVF X, the principal business of AVP X Overage LP is to act as the general partner of AVF X Overage, and the principal business of AVP
XII is to act as the general partner of AVF XII. The principal business of AVP X LLC is to act as the general partner of AVP X LP and
AVF X Overage LP, and the principal business of AVP XII LLC is to act as the general partner of AVP XII LP. AVP X Investment Committee
Members and AVP XII Investment Committee Members act as investment committee members of AVP X LLC and AVP XII LLC, respectively, and as
managing directors or investment committee members of a number of affiliated partnerships with similar businesses. |
| (d) | During the five years prior to the date hereof, none of the Reporting Persons
has been convicted in a criminal proceeding. |
| (e) | During the five years prior to the date hereof, none of the Reporting Persons
has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in 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. |
| (f) | Each of AVF X, AVP X LP, AVF X Overage, AVP X Overage LP, AVF XII and AVP
XII LP, are limited partnerships organized under the laws of the State of Delaware. Each of AVP X LLC and AVP XII LLC is a limited liability
company organized under the laws of the State of Delaware. Each Committee Member is a US citizen. |
CUSIP
No. 74168J101
|
13D |
Page
15 of 23 Pages |
| Item
3. Source and Amount of Funds or Other Consideration. |
On February 15, 2024,
AVF XII purchased 3,200,000 shares of Common Stock at purchase price of $6.25 in an open market transaction.
The working capital
of AVF XII was the source of the funds for the purchase.
No part of the purchase
price paid by AVF XII was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding,
trading or voting the shares of Common Stock described above. The total amount paid by for securities purchased in the above-listed
transactions is as follows:
| Item
4. | Purpose
of THE Transaction. |
AVF XII acquired the
Common Stock for investment purposes. Depending on market conditions, the continuing evaluation of the business and prospects of
the Issuer and other factors, AVF XII and other Reporting Persons may dispose of or acquire additional shares of Common Stock of the
Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| (a) | An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries; |
| (b) | A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (c) | Any
change in the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies
on the board; |
| (d) | Any
material change in the present capitalization or dividend policy of the Issuer; |
| (e) | Any
other material change in the Issuer's business or corporate structure; |
| (f) | Changes
in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any person; |
| (g) | Causing
a class of securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; |
| (h) | A
class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (i) | Any
action similar to any of those enumerated above. |
CUSIP
No. 74168J101
|
13D |
Page
16 of 23 Pages |
| Item
5. | INTEREST
OF SECURITIES OF THE ISSUER. |
| (a) | AVF
X is the record owner of 6,128,297 shares of Common Stock (“AVF X Record Shares”).
AVP X LP, as the sole general partner of AVF X LP, may be deemed to beneficially own the
AVF X Record Shares. AVP X LLC, as the sole general partner of AVP X LP, may be deemed
to beneficially own the AVF X Record Shares.
|
AVF X Overage is the record holder
of 6,128,297 shares of Common Stock (“AVF X Overage Record Shares”). AVP X Overage LP, as the sole general partner
of AVF X Overage, may be deemed to beneficially own the AVF X Overage Record Shares. AVP X LLC, as the sole general partner of
AVF X Overage LP, may be deemed to beneficially own the AVF X Overage Record Shares.
AVF XII is the record holder of
3,200,000 shares of Common Stock (“AVF XII Record Shares”). AVP XII LP, as the sole general partner of AVF XII LP,
may be deemed to beneficially own the AVF XII Record Shares. AVP XII LLC, as the sole general partner of AVF XII LP, may be deemed
to beneficially own the AVF XII Overage Record Shares.
By virtue of their relationship
as affiliated entities who have overlapping general partners and investment committee members, each of the Committee Members and direct
and indirect general partners of AVF X, AVF X Overage and AVF XII may be deemed to share the power to direct AVF X Record Shares, AVF
Overage X Record Shares and AVF XII Record Shares (collectively the “Record Shares”).
Nelsen and his related
trusts are also the owner of 16,080 shares of common stock of the Issuer (“Nelsen Stock”).
Each Reporting Person
disclaims beneficial ownership of the Record Shares except for the shares, if any, held of record by such Reporting Person.
The percentage of outstanding
Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person (other than Nelsen) is set forth on
Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 119,884,296 shares outstanding
after underwriters allotment which was exercised (as confirmed by the Issuer). The Nelsen Stock is included in percentage of shares reported
by Nelsen.
(b) Regarding
the number of shares as to which such person has:
| (i) | sole power to vote or to direct the vote:
See line 7 of cover sheets. |
| (ii) | shared power to vote or to direct the
vote: See line 8 of cover sheets. |
| (iii) | sole power to dispose or to direct the
disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct
the disposition: See line 10 of cover sheets.
|
| (c) | Except
as set forth above, none of the Reporting Persons has effected any transaction in the Common
Stock during the last 60 days. |
| (d) | No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, shares beneficially owned by any of the
Reporting Persons. |
CUSIP
No. 74168J101
|
13D |
Page
17 of 23 Pages |
| Item
6. | CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
AVF X and AVF
X Overage are parties to that certain Amended and Restated Investors’ Rights Agreement, dated April 20, 2021, the “Investor
Rights Agreement”), which is attached as Exhibit 4.1+ to the Issuer’s Form S-1 filed on September 23, 2022. Effective as
of the closing of the Issuer’s initial public offering, the covenants relating to delivery of financial statements and inspection
rights set forth in Section 3 were terminated and rights of first offer were terminated. Pursuant to the Investor Rights Agreement, AVF
X and AVF X Overage have certain registration rights with respect to its Common Stock. Specifically, the Issuer has granted demand, piggyback
and Form S-3 registration rights, which will terminate upon the earlier of (i) with respect to each stockholder, such date on which all
registrable shares held by such stockholder may immediately be sold during any three-month period pursuant to Rule 144 of the Securities
Act of 1933, as amended, (ii) the occurrence of a deemed liquidation event, as defined in the Issuer’s amended and restated certificate
of incorporation, as currently in effect, and (iii) the fifth anniversary of the IPO.
The foregoing
description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of such agreement filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
AVF X, AVF X
Overage, AVF XII and Nelsen have entered into lock-up agreements with the underwriters of the Issuer’s follow-on offering on February
15, 2024 pursuant to which AVF X, AVF X Overage, AVF XII, and Nelsen have generally agreed, subject to certain exceptions, not to offer,
pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other
agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock for a period of 90 days
after February 15, 2024, except with the prior written consent of JP Morgan Securities LLC , Jefferies LLC, Cowen and Company, LLC and
BMO Capital Markets Corp.
The foregoing
description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
such agreement, the form of which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
| Item 7. | Material
to be Filed as Exhibits. |
Exhibit 1 -
Agreement of Joint Filing
Exhibit 2 -
Agreement of Joint Filing
Exhibit 3 -
Amended and Restated Investors' Rights Agreement, dated April 20, 2021, as amended, by and among the Issuer and certain of its stockholders
(incorporated by reference to Exhibit 4.1+ to the Issuer's Registration Statement on Form S-1 (File No.), as filed with the Securities
and Exchange Commission on September 23, 2022).
Exhibit 4 -
Form of Lock-Up Agreement (incorporated by reference to the Form of Underwriting Agreement filed as Exhibit A to the Underwriting Agreement
on Form 8-K as filed with the Securities and Exchange Commission on February 16, 2024).
CUSIP
No. 74168J101
|
13D |
Page
18 of 23 Pages |
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.
Date: February 22, 2024
ARCH VENTURE FUND X, L.P.
By: ARCH
Venture Partners X, L.P.
its General Partner
By: ARCH Venture
Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS X, L.P.
By: ARCH Venture
Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS X, LLC
By: *
Keith Crandell
Managing Director
ARCH VENTURE FUND X OVERAGE, L.P.
By: ARCH
Venture Partners X Overage, L.P.
its General Partner
.
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS X OVERAGE, L.P.
By: ARCH Venture
Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
CUSIP
No. 74168J101
|
13D |
Page
19 of 23 Pages |
ARCH VENTURE PARTNERS X, LLC
By: *
Robert Nelsen
Managing Director
*
Kristina Burow
*
Keith Crandell
*
Steven Gillis
*
Robert Nelsen
* By: /s/
Mark McDonnell
Mark
McDonnell
Attorney-in-Fact
* This Schedule 13D was executed by Mark McDonnell pursuant to Powers of
Attorney filed as Exhibit 24 and 24.1 to the Form 3 relating to the beneficial ownership of shares of Prime Medicine, Inc. by the Reporting
Persons filed with the Securities Exchange Commission on October 19, 2022 and incorporated herein in its entirety by reference.
CUSIP
No. 74168J101
|
13D |
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20 of 23 Pages |
Exhibit 3.
AGREEMENT
OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of Common Stock of Prime Medicine, Inc.
This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original.
Date: February 22, 2024
ARCH VENTURE FUND X, L.P.
By: ARCH
Venture Partners IX, L.P.
its General Partner
By: ARCH Venture
Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS X, L.P.
By: ARCH Venture
Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS X, LLC
By: *
Robert Nelsen
Managing Director
ARCH VENTURE FUND X OVERAGE, L.P.
By: ARCH
Venture Partners X Overage, L.P.
its General Partner
.
By: ARCH Venture Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS X OVERAGE, L.P.
By: ARCH Venture
Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
CUSIP
No. 74168J101
|
13D |
Page
21 of 23 Pages |
ARCH VENTURE PARTNERS X, LLC
By: *
Robert Nelsen
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Kristina Burow
*
Steven Gillis
* By: /s/
Mark McDonnell
Mark
McDonnell
Attorney-in-Fact
* This Agreement of Joint Filing was executed by Mark McDonnell pursuant
to a Powers of Attorney filed as Exhibit 24 and 24.1 to the Form 3 relating to the beneficial ownership of shares of Prime Medicine, Inc.
by the Reporting Persons filed with the Securities Exchange Commission on October 19, 2022 and incorporated herein in its entirety by
reference.
CUSIP
No. 74168J101
|
13D |
Page
22 of 23 Pages |
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.
Date: February 22, 2024
ARCH VENTURE FUND XII, L.P.
By: ARCH
Venture Partners XII, L.P.
its General Partner
By: ARCH Venture
Partners XII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS XII, L.P.
By: ARCH Venture
Partners XII, LLC
its General Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS XII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Kristina Burow
*
Steven Gillis
* By: /s/ Mark
McDonnell
Mark
McDonnell
Attorney-in-Fact
* This Schedule 13D was executed by Mark McDonnell pursuant to a Power of
Attorney filed as Exhibit 24.4 to the Form 3 relating to the beneficial ownership of shares of Neumora Therapeutics, Inc. by the Reporting
Persons filed with the Securities Exchange Commission on September 14, 2023 and incorporated herein in its entirety by reference.
CUSIP
No. 74168J101
|
13D |
Page
23 of 23 Pages |
Exhibit 4.
AGREEMENT
OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of Common Stock of Prime Medicine, Inc.
This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original.
Date: February
22, 2024
ARCH VENTURE FUND XII, L.P.
By: ARCH
Venture Partners XII, L.P.
its General Partner
By: ARCH Venture
Partners XII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS XII, L.P.
By: ARCH Venture
Partners XII, LLC
its General Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS XII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Kristina Burow
*
Steven Gillis
* By: /s/ Mark
McDonnell
Mark McDonnell
as Attorney-in-Fact
* This Agreement of Joint Filing was executed by Mark McDonnell pursuant
to a Power of Attorney filed as Exhibit 24.4 to the Form 3 relating to the beneficial ownership of shares of Neumora Therapeutics, Inc.
by the Reporting Persons filed with the Securities Exchange Commission on September 14, 2023 and incorporated herein in its entirety by
reference.
Grafico Azioni Prime Medicine (NASDAQ:PRME)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Prime Medicine (NASDAQ:PRME)
Storico
Da Gen 2024 a Gen 2025
