SC 13G 1 brhc10024027_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)

KRONOS BIO, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

50107A104

(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).

1	NAMES OF REPORTING PERSONS
	Norbert Bischofberger, Ph.D.

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 of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			495,310 (1)

		6	SHARED VOTING POWER
			5,425,494 Shares (2)

		7	SOLE DISPOSITIVE POWER
			495,310 (1)

		8	SHARED DISPOSITIVE POWER
			5,425,494 Shares (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,920,804 Shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.6% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes 297,186 shares of common stock issuable within 60 days of December 31, 2020 upon the exercise of stock options held by the Reporting Person.

(2) Includes (a) 4,370,494 shares of common stock beneficially owned by the Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994, of which Dr. Bischofberger is a trustee, (b) 263,750 shares of common stock beneficially owned by Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020, of which Dr. Bischofberger is a trustee, (c) 263,750 shares of common stock beneficially owned by Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020, of which Dr. Bischofberger is a trustee, (d) 263,750 shares of common stock beneficially owned by Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020, of which Dr. Bischofberger is a trustee and (e) 263,750 shares of common stock beneficially owned by Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020, of which Dr. Bischofberger is a trustee.

(3) This percentage is calculated based on 56,033,504 shares of common stock outstanding as of November 16, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 18, 2020.

1	NAMES OF REPORTING PERSONS
	Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			4,370,494 Shares

		6	SHARED VOTING POWER
			0 Shares

		7	SOLE DISPOSITIVE POWER
			4,370,494 Shares

		8	SHARED DISPOSITIVE POWER
			0 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,370,494 Shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.8% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) This percentage is calculated based on 56,033,504 shares of common stock outstanding as of November 16, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 18, 2020.

1	NAMES OF REPORTING PERSONS
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			263,750 Shares

		6	SHARED VOTING POWER
			0 Shares

		7	SOLE DISPOSITIVE POWER
			263,750 Shares

		8	SHARED DISPOSITIVE POWER
			0 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	263,750 Shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.4% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			263,750 Shares

		6	SHARED VOTING POWER
			0 Shares

		7	SOLE DISPOSITIVE POWER
			263,750 Shares

		8	SHARED DISPOSITIVE POWER
			0 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	263,750 Shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.4% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			263,750 Shares

		6	SHARED VOTING POWER
			0 Shares

		7	SOLE DISPOSITIVE POWER
			263,750 Shares

		8	SHARED DISPOSITIVE POWER
			0 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	263,750 Shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.4% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			263,750 Shares

		6	SHARED VOTING POWER
			0 Shares

		7	SOLE DISPOSITIVE POWER
			263,750 Shares

		8	SHARED DISPOSITIVE POWER
			0 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	263,750 Shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.4% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Item 1(a).	Name of Issuer:
	Kronos Bio, Inc.

Item 1(b).	Address of Issuer’s Principal Executive Offices:
	1300 So. El Camino Real, Suite 300
	San Mateo, California 94402

Item 2(a).	Names of Persons Filing:

	Norbert Bischofberger, Ph.D.
	Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020

Item 2(b).	Address of Principal Business Office, or, if none, Residence:

	The address of Norbert Bischofberger, Ph.D. is:
	c/o Kronos Bio, Inc.
	1300 So. El Camino Real, Suite 300
	San Mateo, California 94402

	The address of Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994:
	c/o Kronos Bio, Inc.
	1300 So. El Camino Real, Suite 300
	San Mateo, California 94402

	The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020 is:
	Pillsbury Winthrop, attn: Timothy Burgh
	Four Embarcadero Center
	22nd Floor
	San Francisco, CA 94111

	The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020 is:
	Pillsbury Winthrop, attn: Timothy Burgh
	Four Embarcadero Center
	22nd Floor
	San Francisco, CA 94111

	The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020 is:
	Pillsbury Winthrop, attn: Timothy Burgh
	Four Embarcadero Center
	22nd Floor
	San Francisco, CA 94111

	The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020 is:
	Pillsbury Winthrop, attn: Timothy Burgh
	Four Embarcadero Center
	22nd Floor
	San Francisco, CA 94111

Item 2(c).	Citizenship:

	Norbert Bischofberger, Ph.D.: USA
	Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994: California
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020: California
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020: California
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020: California
	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020: California

Item 2(d).	Title of Class of Securities:
	Common Stock

Item 2(e).	CUSIP No.:
	50107A104

Item 3.	Not Applicable.

Item 4.	Ownership

The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover page to this Schedule 13G. Ownership is stated as of December 31, 2020. This percentage is calculated based on 56,033,504 shares of common stock outstanding as of November 16, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 18, 2020.

Reporting Person	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class(1)
Norbert Bischofberger, Ph.D.	495,310	495,310	5,425,494	495,310	5,425,494	5,920,804	10.6%

Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994	4,370,494	4,370,494	—	4,370,494	—	4,370,494	7.8%

Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020	263,750	263,750	—	263,750	—	263,750	0.4%

Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020	263,750	263,750	—	263,750	—	263,750	0.4%

Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020	263,750	263,750	—	263,750	—	263,750	0.4%

Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020	263,750	263,750	—	263,750	—	263,750	0.4%

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

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 or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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.

Dated: April 28, 2021

	/s/ Norbert Bischofberger, Ph.D.
	Norbert Bischofberger, Ph.D.

	Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994

	By:	/s/ Norbert Bischofberger, Ph.D.
	Name:	Norbert Bischofberger, Ph.D., Trustee

	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020

	By:	/s/ Norbert Bischofberger, Ph.D.
	Name:	Norbert Bischofberger, Ph.D., Trustee

	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020

	By:	/s/ Norbert Bischofberger, Ph.D.
	Name:	Norbert Bischofberger, Ph.D., Trustee

	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020

	By:	/s/ Norbert Bischofberger, Ph.D.
	Name:	Norbert Bischofberger, Ph.D., Trustee

	Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020

	By:	/s/ Norbert Bischofberger, Ph.D.
	Name:	Norbert Bischofberger, Ph.D., Trustee

SEC Form SC 13G filed by Kronos Bio, Inc.