UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 


SCHEDULE 13D
 


 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 

 

X4 Pharmaceuticals, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

98420X103

(CUSIP Number)

 
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600, Timonium, MD  21093
(410) 842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 

March 13, 2019

(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.  

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*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).
 

 
 
CUSIP No.     98420X103
13D
Page 2 of 9 Pages    
 

Schedule 13D
 

Item 1. Security and Issuer.

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and restates the statement on Schedule 13D originally filed on November 29, 2017 relating to the common shares, $0.001 par value (the “Common Stock”), of X4 Pharmaceuticals, Inc. (f/k/a Arsanis, Inc.) (the “Issuer”) having its principal executive office at 955 Massachusetts Avenue, 4th Floor, Cambridge, Massachusetts 02139.

Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.


Item 2. Identity and Background.

This statement is being filed by:

(a) New Enterprise Associates 16, L.P. (“NEA 16”), NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”), which is the sole general partner of NEA Partners 16; and

(b) Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Joshua Makower (“Makower”), David M. Mott (“Mott”), Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together, the “Managers”), Chetan Puttagunta (“Puttagunta”), Jon M. Sakoda (“Sakoda”) and Ravi Viswanathan (“Viswanathan”).  The Managers are the managers of NEA 16 LLC.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of NEA 16 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of each of Barris and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.  The address of the principal business office of Baskett, Makhzoumi, Makower, Sandell and Sonsini is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.

The principal business of NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States.  The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16.  The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16.  The principal business of each of the Managers is to manage the Control Entities, NEA 16 and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding 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.

NEA 16 LLC is a limited liability company organized under the laws of the State of Delaware.  NEA 16 and NEA Partners 16 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.


 

CUSIP No.     98420X103
13D
Page 3 of 9 Pages    
 
 
 
Item 4. Purpose of Transaction.

Not applicable.

 
Item 5. Interest in Securities of the Issuer.
 
Each of the Reporting Persons has ceased to own beneficially five percent or more of the Issuer’s Common Stock
 

Item 7. Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

 

















CUSIP No.     98420X103
13D
Page 4 of 9 Pages    
 
 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 28th day of May, 2019.


NEW ENTERPRISE ASSOCIATES 16, L.P.

By:
NEA PARTNERS 16, L.P.
General Partner

By:
NEA 16 GP, LLC
General Partner


By:                 *                                     
 Scott D. Sandell
 Chief Executive Officer


NEA PARTNERS 16, L.P.

By:
NEA 16 GP, LLC
General Partner


By:                             *                            
        Scott D. Sandell
        Chief Executive Officer
 
 
NEA 16 GP, LLC

By:                             *                            
        Scott D. Sandell
        Chief Executive Officer
 

                          *                                     
Peter J. Barris


                          *                                     
Forest Baskett
 
 
 

CUSIP No.     98420X103
13D
Page 5 of 9 Pages    
 
 
 
 


                          *                                     
Anthony A. Florence, Jr.


                          *                                     
Mohamad H. Makhzoumi


                          *                                     
Joshua Makower


                          *                                     
David M. Mott
 

                          *                                     
Scott D. Sandell


                          *                                     
Peter W. Sonsini

 

 

 


*/s/ Sasha O. Keough               
Sasha O. Keough
As attorney-in-fact
 
 

This Amendment No. 1 to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
 
 
 

CUSIP No.     98420X103
13D
Page 6 of 9 Pages    
 
 
EXHIBIT 1


AGREEMENT

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 stock of X4 Pharmaceuticals, Inc (f/k/a Arsanis, Inc.).
 
EXECUTED this 28th day of May, 2019.

 
NEW ENTERPRISE ASSOCIATES 16, L.P.

By:
NEA PARTNERS 16, L.P.
General Partner

By:
NEA 16 GP, LLC
General Partner


By:                 *                                     
 Scott D. Sandell
 Chief Executive Officer


NEA PARTNERS 16, L.P.

By:
NEA 16 GP, LLC
General Partner


By:                             *                            
        Scott D. Sandell
        Chief Executive Officer
 
 
NEA 16 GP, LLC

By:                             *                            
        Scott D. Sandell
        Chief Executive Officer
 

                          *                                     
Peter J. Barris


                          *                                     
Forest Baskett
 
 
 

CUSIP No.     98420X103
13D
Page 7 of 9 Pages    
 
 

 


                          *                                     
Anthony A. Florence, Jr.


                          *                                     
Mohamad H. Makhzoumi


                          *                                     
Joshua Makower


                          *                                     
David M. Mott
 

                          *                                     
Scott D. Sandell


                          *                                     
Peter W. Sonsini
 
 
 

 


*/s/ Sasha O. Keough               
Sasha O. Keough
As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
 
 

CUSIP No.     98420X103
13D
Page 8 of 9 Pages    
 
 
EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.


/s/ M. James Barrett                                
M. James Barrett

/s/ Peter J. Barris                                      
Peter J. Barris

/s/ Forest Baskett                                    
Forest Baskett

/s/ Ali Behbahani                                     
Ali Behbahani

/s/ Colin Bryant                                       
Colin Bryant

/s/ Carmen Chang                                    
Carmen Chang

/s/ Anthony A. Florence, Jr.                  
Anthony A. Florence, Jr.

/s/ Carol G. Gallagher                              
Carol G. Gallagher

/s/ Dayna Grayson                                  
Dayna Grayson

/s/ Patrick J. Kerins                                  
Patrick J. Kerins






CUSIP No.     98420X103
13D
Page 9 of 9 Pages    
 
 

 
/s/ P. Justin Klein                                     
P. Justin Klein

/s/ Vanessa Larco                                    
Vanessa Larco

/s/ Joshua Makower                                
Joshua Makower

/s/ Mohamad H. Makhzoumi                 
Mohamad H. Makhzoumi

/s/ Edward T. Mathers                            
Edward T. Mathers

/s/ David M. Mott                                   
David M. Mott

/s/ Sara M. Nayeem                                 
Sara M. Nayeem

/s/ Jason R. Nunn                                    
Jason R. Nunn

/s/ Gregory Papadopoulos                     
Gregory Papadopoulos

/s/ Chetan Puttagunta                             
Chetan Puttagunta

/s/ Jon Sakoda                                         
Jon Sakoda

/s/ Scott D. Sandell                                 
Scott D. Sandell

/s/ A. Brooke Seawell                              
A. Brooke Seawell

/s/ Peter W. Sonsini                                
Peter W. Sonsini

/s/ Melissa Taunton                               
Melissa Taunton

/s/ Frank M. Torti                                    
Frank M. Torti

/s/ Ravi Viswanathan                              
Ravi Viswanathan
 
/s/ Paul E. Walker                                    
Paul E. Walker

/s/ Rick Yang                                            
Rick Yang