SC 13G

Names of Reporting Persons

SVF Pauling (Cayman) Limited

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

SC 13G 1 d110123dsc13g.htm SC 13G SC 13G

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. )*

Relay Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

75943R102

(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)

☐ 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).


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ITEM 1. (a)

Name of Issuer:

Relay Therapeutics, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

399 Binney Street, 2nd Floor

Cambridge, MA 02139

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:

SVF Pauling (Cayman) Limited (“SVF Pauling”)

SoftBank Vision Fund (AIV M2) L.P. (“AIV M2”)

SB Investment Advisers (UK) Limited (“SBIA UK”)

(b)

Address or Principal Business Office:

The address for SVF Pauling is c/o Walkers Corp Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The address for AIV M2 is 251 Little Falls Drive, Wilmington, DE 19808. The address for SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom.

(c)

Citizenship of each Reporting Person is:

SVF Pauling is organized under the laws of the Cayman Islands. AIV M2 is organized under the laws of Delaware. SBIA UK is organized under the laws of England and Wales.

(d)

Title of Class of Securities:

Common stock, par value $ 0.001 per share (“Common Stock”).

(e)

CUSIP Number:

75943R102

ITEM 3.

Not applicable.


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ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of November 10, 2020, based upon 89,984,775 shares of Common Stock outstanding.


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:
SVF Pauling (Cayman) Limited	27,904,963	31.0%	0	27,904,963	0	27,904,963
SoftBank Vision Fund (AIV M2) L.P.	27,904,963	31.0%	0	27,904,963	0	27,904,963
SB Investment Advisers (UK) Limited	27,904,963	31.0%	0	27,904,963	0	27,904,963

SVF Pauling is the record holder of the shares of Common Stock reported herein.

SVF Pauling is a wholly owned subsidiary of AIV M2. SBIA UK has been appointed as alternative investment fund manager (“AIFM”) and is exclusively responsible for managing AIV M2 in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of AIV M2, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of AIV M2’s investments.

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.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.


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ITEM 10.

Certification.

Not applicable.


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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 16, 2021


SVF Pauling (Cayman) Limited

By:		/s/ Karen Ellerbe
Name:		Karen Ellerbe
Title:		Director

SoftBank Vision Fund (AIV M2) L.P.
By:		SB Investment Advisers (UK) Limited, its Manager

By:		/s/ Brian Wheeler
Name:		Brian Wheeler
Title:		General Counsel

SB Investment Advisers (UK) Limited

By:		/s/ Brian Wheeler
Name:		Brian Wheeler
Title:		General Counsel


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LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.