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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Tectonic Therapeutic, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
8789272108 (CUSIP Number) |
Jean-Philippe Kouakou-Zebouah Vida Ventures II, LLC, 40 Broad Street, Suite 201 Boston, MA, 02109 (857) 254-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/04/2025 (Date of Event Which Requires Filing of This Statement) |
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.
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).
SCHEDULE 13D
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| CUSIP No. | 8789272108 |
| 1 |
Name of reporting person
Vida Ventures II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 8789272108 |
| 1 |
Name of reporting person
Vida Ventures II-A, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 8789272108 |
| 1 |
Name of reporting person
VV Manager II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Tectonic Therapeutic, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
490 Arsenal Way, Suite 210, Watertown,
MASSACHUSETTS
, 02472. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on June 27, 2024, as amended by that Amendment No. 1 filed with the SEC on February 7, 2025 (collectively, the Original Schedule 13D). Only those items that are hereby reported are amended; all other items reports in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defines in this Amendment have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference. | |
| (b) | The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference. | |
| (c) | The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference. | |
| (d) | The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference. | |
| (e) | The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference. | |
| (f) | The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Amendment No. 2. The information reported on such cover pages is reported as of March 4, 2025. | |
| (b) | See Items 7-11 of the cover pages of this Amendment No. 2. The information reported on such cover pages is reported as of March 4, 2025. | |
| (c) | On February 14, 2025, Vida II effected a pro rata distribution of 934,949 shares of Common Stock to its members without additional consideration. On February 14, 2025, Vida II-A effected a pro rata distribution of 25,944 shares of Common Stock to its members without additional consideration. On February 18, 2025, Vida II sold 7,881 shares of Common Stock at a weighted average price per share of $33.2498 for aggregate proceeds of approximately $261,577.63.On February 18, 2025, Vida II-A sold 219 shares of Common Stock at a weighted average price per share of $33.2498 for aggregate proceeds of approximately $7,258.52. On February 28, 2025, Vida II sold 20,345 shares of Common Stock at a weighted average price per share of $25.6818 for aggregate proceeds of approximately $521,419.67. On February 28, 2025, Vida II-A sold 565 shares of Common Stock at a weighted average price per share of $25.6818 for aggregate proceeds of approximately $14,468.89. On March 3, 2025, Vida II sold 584 shares of Common Stock at a weighted average price per share of $24.9606 for aggregate proceeds of approximately $14,468.79. On March 3, 2025, Vida II-A sold 16 shares of Common Stock at a weighted average price per share of $24.9606 for aggregate proceeds of approximately $401.49. On March 4, 2025, Vida II sold 37,140 shares of Common Stock at a weighted average price per share of $23.0841 for aggregate proceeds of approximately $855,438.36. On March 4, 2025, Vida II-A sold 1,031 shares of Common Stock at a weighted average price per share of $23.0841 for aggregate proceeds of approximately $23,737.58. | |
| (d) | The information set forth in Item 5(d) of the Original Schedule 13D is incorporated herein by reference. | |
| (e) | March 4, 2025 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference. | ||
| 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.
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