UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Revolution Medicines, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
76155X100
(CUSIP Number)
February 13, 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 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 the disclosures provided in a prior cover page. |
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).
Page 2 of 9
CUSIP No. 76155X100
| 1 |
Name of reporting persons.
Boxer Capital, LLC | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 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- | ||||
| 6 | Shared voting power.
3,259,764 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
3,259,764 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
3,259,764 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
5.7%* | |||||
| 12 | Type of reporting person
OO | |||||
| * | Based on 56,902,309 shares of common stock outstanding after the Issuer’s initial public offering, as set forth in the Issuer’s preliminary prospectus filed with the SEC on February 11, 2020 (the “Preliminary Prospectus”), assuming no exercise of the underwriters’ overallotment option to purchase 2,100,000 shares of Common Stock within 30 days of the date of the Preliminary Prospectus. |
Page 3 of 9
CUSIP No. 76155X100
| 1 |
Name of reporting persons.
Boxer Asset Management Inc. | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
3,259,764 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
3,259,764 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
3,259,764 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
5.7%* | |||||
| 12 | Type of reporting person
CO | |||||
| * | Based on 56,902,309 shares of common stock outstanding after the Issuer’s initial public offering, as set forth in Preliminary Prospectus, assuming no exercise of the underwriters’ overallotment option to purchase 2,100,000 shares of Common Stock within 30 days of the date of the Preliminary Prospectus. |
Page 4 of 9
CUSIP No. 76155X100
| 1 |
Name of reporting persons.
Joe Lewis | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
3,259,764 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
3,259,764 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
3,259,764 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
5.7%* | |||||
| 12 | Type of reporting person
IN | |||||
| * | Based on 56,902,309 shares of common stock outstanding after the Issuer’s initial public offering, as set forth in Preliminary Prospectus, assuming no exercise of the underwriters’ overallotment option to purchase 2,100,000 shares of Common Stock within 30 days of the date of the Preliminary Prospectus. |
Page 5 of 9
CUSIP No. 76155X100
| 1 |
Name of reporting persons.
MVA Investors, LLC | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 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- | ||||
| 6 | Shared voting power.
35,414 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
35,414 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
35,414 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
0.1%* | |||||
| 12 | Type of reporting person
OO | |||||
| * | Based on 56,902,309 shares of common stock outstanding after the Issuer’s initial public offering, as set forth in Preliminary Prospectus, assuming no exercise of the underwriters’ overallotment option to purchase 2,100,000 shares of Common Stock within 30 days of the date of the Preliminary Prospectus. |
Page 6 of 9
CUSIP No. 76155X100
| 1 |
Name of reporting persons.
Aaron I. Davis | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 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- | ||||
| 6 | Shared voting power.
35,414 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
35,414 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
35,414 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
0.1%* | |||||
| 12 | Type of reporting person
IN | |||||
| * | Based on 56,902,309 shares of common stock outstanding after the Issuer’s initial public offering, as set forth in Preliminary Prospectus, assuming no exercise of the underwriters’ overallotment option to purchase 2,100,000 shares of Common Stock within 30 days of the date of the Preliminary Prospectus. |
Page 7 of 9
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G initially filed on February 13, 2020 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”), Aaron I. Davis (“Aaron Davis”) and Joe Lewis (together with Boxer Capital, Boxer Management, MVA Investors and Aaron Davis, the “Reporting Persons”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing, as amended.
This Amendment No. 1 is being filed to correct a clerical error relating to the number of shares of Common Stock beneficially owned by Boxer Capital, Boxer Asset Management and Joe Lewis and the corresponding percentage of the outstanding shares of Common Stock beneficially owned by such Reporting Persons.
Item 4. Ownership.
| (a) | Amount beneficially owned: |
Boxer Capital, Boxer Management and Joe Lewis beneficially own 3,259,764 shares of Common Stock. MVA Investors and Aaron Davis beneficially own 35,414 shares of Common Stock. The Reporting Persons beneficially own, in the aggregate, 3,295,178 shares of Common Stock.
| (b) | Percent of class: |
The number of shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represent 5.7% of the Issuer’s outstanding Common Stock. The number of shares of Common Stock beneficially owned by MVA Investors and Aaron Davis represent 0.1% of the Issuer’s outstanding Common Stock. The number of shares of Common Stock beneficially owned by the Reporting Persons represent, in the aggregate, 5.8% of the Issuer’s outstanding Common Stock. All percentages are based on 56,902,309 shares of common stock outstanding after the Issuer’s initial public offering, as set forth in Preliminary Prospectus, assuming no exercise of the underwriters’ overallotment option to purchase 2,100,000 shares of Common Stock within 30 days of the date of the Preliminary Prospectus.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.
| (ii) | Shared power to vote or to direct the vote: |
Boxer Capital, Boxer Asset Management and Joe Lewis have shared power to vote or to direct the vote of the 3,259,764 shares of Common Stock they beneficially own. MVA Investors and Aaron Davis have shared power to vote or to direct the vote of the 35,414 shares of Common Stock they beneficially own.
| (iii) | Sole power to dispose or to direct the disposition of: |
None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.
| (iv) | Shared power to dispose or to direct the disposition of: |
Boxer Capital, Boxer Asset Management and Joe Lewis have shared power to dispose or to direct the disposition of the 3,259,764 shares of Common Stock they beneficially own. MVA Investors and Aaron Davis have the sole power to dispose or to direct the disposition of the 35,414 shares of Common Stock they beneficially own.
Page 8 of 9
Item 10. Certification.
(c) 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.
Exhibits
| 1 | Joint Filing Agreement, dated February 13, 2020, among the Reporting Persons, incorporated by reference to Exhibit 1 to the Original Filing. |
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.
February 13, 2020
| BOXER CAPITAL, LLC | ||
| By: | /s/ Aaron I. Davis | |
| Name: | Aaron I. Davis | |
| Title: | Chief Executive Officer | |
| BOXER ASSET MANAGEMENT INC. | ||
| By: | /s/ Jason Callender | |
| Name: | Jason Callender | |
| Title: | Director | |
| JOSEPH C. LEWIS | ||
| /s/ Joseph C. Lewis | ||
| Joseph C. Lewis, Individually | ||
| MVA INVESTORS, LLC | ||
| By: | /s/ Aaron I. Davis | |
| Name: | Aaron I. Davis | |
| Title: | Authorized Signatory | |
| AARON I. DAVIS | ||
| /s/ Aaron I. Davis | ||
| Aaron I. Davis, Individually | ||