UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
November
12, 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 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
3 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
4 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
5 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
6 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
7 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
8 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
9 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
10 of 22 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
55,142
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,456,594
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
55,142
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,456,594
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,511,736
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
11 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
12 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
13 of 22 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)
11.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 74168J101
|
13D |
Page
14 of 22 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 22 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 AVP 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 AVP 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 and is the holder of vested options to purchase
39,062 shares of Common Stock (“Nelsen Options”).
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 131,160,842
shares of Common Stock reported by the Issuer to be outstanding on October 31, 2024 in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 12, 2024. For Nelsen, the Nelsen Options were included in the number of shares of Common Stock outstanding.
| (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) | None of the Reporting Persons has effected any transaction in the Common
Stock during the last 60 days. This Amendment No. 1 is being filed voluntarily due to an issuance of securities by the Issuer as reported
on the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 12, 2024, which caused the percentage of outstanding
Common Stock of the Issuer deemed to be beneficial owned by the Reporting Persons to reduce by one percent or more. |
| (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
16 of 22 Pages |
| Item
6. | CONTRACTS,
ARRANGEMENTS, UNDERTAKINGS 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.
| 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)
CUSIP
No. 74168J101
|
13D |
Page
17 of 22 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: November 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
18 of 22 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 |
Page
19 of 22 Pages |
EXHIBIT 1
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: November 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
20 of 22 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
21 of 22 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: November 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
22 of 22 Pages |
EXHIBIT 2
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: November 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.
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