SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Adicet Bio, Inc.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

007002108

(CUSIP Number)

 

December 31, 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)
	x	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. 007002108

 

1.	Names of Reporting Persons Novartis Bioventures Ltd.
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 Switzerland
Number of    Shares    Beneficially    Owned by    Each    Reporting    Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 980,105
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 980,105
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 980,105
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)			¨
11.	Percent of Class Represented by Amount in Row 9 5.0%
12.	Type of Reporting Person (see instructions) CO

 

  

CUSIP No. 007002108

 

1.	Names of Reporting Persons Novartis Institutes for BioMedical Research, 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 Delaware
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 288,748
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 288,748
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 288,748
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)			¨
11.	Percent of Class Represented by Amount in Row 9 1.5%
12.	Type of Reporting Person (see instructions) CO

 

 

CUSIP No. 007002108

 

1.	Names of Reporting Persons Novartis AG
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 Switzerland
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,268,853
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,268,853
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,268,853
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)			¨
11.	Percent of Class Represented by Amount in Row 9 6.5%
12.	Type of Reporting Person (see instructions) CO, HC

 

  

Item 1(a).	Name of Issuer:   Adicet Bio, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:   500 Boylston Street, 13th Floor, Boston, MA 02116
Item 2(a).	Name of Person Filing:   This statement is filed on behalf of the following persons with respect to the shares of Common Stock of the Issuer:   (i) Novartis Bioventures Ltd., a Swiss corporation (“NBV”), with respect to shares held by it;   (ii) Novartis Institutes for BioMedical Research, Inc., a Delaware corporation (“NIBRI”), with respect to shares held by it; and   (ii) Novartis AG, a Swiss corporation (“Novartis”), as the publicly owned parent of NBV and NIBRI, with respect to the shares held by those entities.   The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”
Item 2(b).	Address of Principal Business Office or, if none, Residence:   The address of the principal business office of NBV and Novartis is Lichtstrasse 35, 4056 Basel, Switzerland. The address of the principal business office of NIBRI is 250 Massachusetts Avenue, Cambridge, MA 02139.
Item 2(c).	Citizenship:   NBV is a corporation organized under the laws of Switzerland and is an indirect wholly-owned subsidiary of Novartis.   NIBRI is a corporation organized under the laws of Delaware and is an indirect wholly-owned subsidiary of Novartis.   Novartis is a corporation organized under the laws of Switzerland and is the publicly owned parent of NBV and NIBRI.
Item 2(d).	Title of Class of Securities:   Common Stock, par value $0.0001 per share (“Common Stock”).
Item 2(e).	CUSIP Number:   007002108
Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	¨    Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨    Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
(d)	¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

(g)	¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	¨    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	¨    A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	¨    Group, in accordance with §240.13d–1(b)(1)(ii)(K).
	If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

 

(a)

Amount Beneficially Owned:

 

NBV is the beneficial owner of 980,105 shares of Common Stock of the Issuer. NIBRI is the beneficial owner of 288,748 shares of Common Stock of the Issuer. As the indirect parent of NBV and NIBRI, Novartis may be deemed to beneficially own these securities. Each of NBV and NIBRI expressly disclaim beneficial ownership of shares beneficially owned by the other entity.

  

(b)

Percent of Class:

 

NBV, NIBRI and Novartis beneficially own 5.0%, 1.5% and 6.5%, respectively, of the Issuer’s outstanding Common Stock, based upon 19,600,567 shares of Common Stock issued and outstanding as of November 3, 2020, as reported by the Issuer in a Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

 

(c)

Number of shares as to which the person has:

  

(i)

Sole power to vote or to direct the vote: Not applicable as to each Reporting Person.

 

(ii)

Shared power to vote or to direct the vote: please see row 6 of the cover sheet to this Schedule 13G for each Reporting Person, which information is incorporated herein by reference.

 

(iii)

Sole power to dispose or to direct the disposition of: Not applicable as to each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of: please see row 8 of the cover sheet to this Schedule 13G for each Reporting Person, which information is incorporated herein by reference.

  

Item 5.

Ownership of 5 Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

 

Item 6.

Ownership of More than 5 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 or Control Person.

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of a Group

 

Not Applicable

 

Item 10.

Certification

 

Each of the Reporting Persons hereby makes the following certification:

 

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.

 

 

Signatures

 

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 1, 2021
		Novartis Bioventures Ltd.
		/s/ Bart Dzikowski
		Name: Bart Dzikowski
		Title: Secretary of the Board
		/s/ Beat Steffen
		Name: Beat Steffen
		Title: Authorized Signatory
		Novartis Institutes for
		BioMedical Research, Inc.
		/s/ Scott A. Brown
		Name: Scott A. Brown
		Title: General Counsel and Chief Administrative Officer
		Novartis AG
		/s/ Bart Dzikowski
		Name: Bart Dzikowski
		Title: Authorized Signatory
		/s/ Beat Steffen
		Name: Beat Steffen
		Title: Authorized Signatory

 

 

EXHIBIT INDEX

  

Exhibit Number		Exhibit Description
4		Joint Filing Agreement

 

   

 

EXHIBIT 4

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0.0001 par value per share, of Adicet Bio, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

 

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 1, 2021.

 

		Novartis Bioventures Ltd.
		/s/ Bart Dzikowski
		Name: Bart Dzikowski
		Title: Secretary of the Board
		/s/ Beat Steffen
		Name: Beat Steffen
		Title: Authorized Signatory
		Novartis Institutes for
		BioMedical Research, Inc.
		/s/ Scott A. Brown
		Name: Scott A. Brown
		Title: General Counsel and Chief Administrative Officer
		Novartis AG
		/s/ Bart Dzikowski
		Name: Bart Dzikowski
		Title: Authorized Signatory
		/s/ Beat Steffen
		Name: Beat Steffen
		Title: Authorized Signatory