SEC Form SC 13G/A filed by Erasca Inc. (Amendment)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Erasca, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29479A108
(CUSIP Number)
December 31, 2023
(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).
| CUSIP No. 29479A108 | Schedule 13G | Page 1 of 8 |
| 1 | Names of Reporting Persons
City Hill, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
12,899,360 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
12,899,360 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,899,360 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.5% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 29479A108 | Schedule 13G | Page 2 of 8 |
| 1 | Names of Reporting Persons
Jonathan E. Lim | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 |
Citizenship or Place of Organization
Canada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
770,500 | ||
| 6 | Shared Voting Power
32,355,576 | |||
| 7 | Sole Dispositive Power
770,500 | |||
| 8 | Shared Dispositive Power
32,355,576 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,126,076 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
21.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 29479A108 | Schedule 13G | Page 3 of 8 |
| 1 | Names of Reporting Persons
Conyee T. Lim | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
19,456,216 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
19,456,216 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,456,216 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.9% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 29479A108 | Schedule 13G | Page 4 of 8 |
| ITEM 1. | (a) Name of Issuer: |
Erasca, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
3115 Merryfield Row, Suite 300, San Diego, CA 92121
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
City Hill, LLC
Jonathan E. Lim
Conyee T. Lim
| (b) | Address or Principal Business Office: |
The principal business address of the Reporting Persons is c/o Erasca, Inc., 3115 Merryfield Row, Suite 300, San Diego, CA 92121.
| (c) | Citizenship of each Reporting Person is: |
City Hill, LLC is organized under the laws of the State of Delaware. Jonathan E. Lim is a citizen of Canada and Conyee T. Lim is a citizen of the United States.
| (d) | Title of Class of Securities: |
Common stock, $0.0001 par value per share (“Common Stock”).
| (e) | CUSIP Number: |
29479A108
| ITEM 3. |
|
Not applicable.
| CUSIP No. 29479A108 | Schedule 13G | Page 5 of 8 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock as of December 31, 2023, based upon 151,087,038 shares of Common Stock outstanding as of November 2, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| City Hill, LLC |
12,899,360 | 8.5 | % | 0 | 12,899,360 | 0 | 12,899,360 | |||||||||||||||||
| Jonathan E. Lim |
33,126,076 | 21.8 | % | 770,500 | 32,355,576 | 770,500 | 32,355,576 | |||||||||||||||||
| Conyee T. Lim |
19,456,216 | 12.9 | % | 0 | 19,456,216 | 0 | 19,456,216 | |||||||||||||||||
City Hill, LLC is the record holder of 12,899,360 shares of Common Stock. Jonathan E. Lim is the Managing Partner of City Hill, LLC and as a result may be deemed to share beneficial ownership of the shares of Common Stock held of record by City Hill, LLC. Jonathan E. Lim may be deemed to beneficially own 770,500 shares of Common Stock underlying stock options exercisable on or within 60 days of December 31, 2023.
In addition, Jonathan E. Lim and Conyee T. Lim serve as co-trustees of a family trust that is the record holder of 19,456,216 shares of Common Stock. As a result, each of Jonathan E. Lim and Conyee T. Lim may be deemed to share beneficial ownership of the shares of Common Stock held of record by such trust.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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.
| CUSIP No. 29479A108 | Schedule 13G | Page 6 of 8 |
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 29479A108 | Schedule 13G | Page 7 of 8 |
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 13, 2024
| City Hill, LLC | ||
| By: | /s/ Jonathan E. Lim, M.D. | |
| Name: | Jonathan E. Lim, M.D. | |
| Title: | Managing Partner | |
| Jonathan E. Lim |
| /s/ Jonathan E. Lim, M.D. |
| Conyee T. Lim |
| /s/ Conyee T. Lim, M.D. |
| CUSIP No. 29479A108 | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |||||
| 99 | Joint Filing Agreement (previously filed). | |||||