SC 13G/A

NAME OF REPORTING PERSONS

Polaris Venture Partners VI, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G/A 1 d274659dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2 (b)

(Amendment No. 2)

Alector, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

014442107

(CUSIP Number)

December 31, 2021

(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 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).

(Continued on following pages)

CUSIP #014442107

(1)

All such shares are held of record by PVP VI (as defined in Item 2(a) below). PVM VI (as defined in Item 2(a) below), the general partner of PVP VI, may be deemed to have voting, investment and dispositive power with respect to these securities. David Barrett, Brian Chee, Jonathan A. Flint, Terrance G. McGuire, a member of the Issuer’s board of directors, Amir Nashat, and Bryce Youngren are the managing members of PVM VI and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2021 as filed with the United States Securities and Exchange Commission on November 4, 2021 (the “Form 10-Q”).

CUSIP #014442107

(1)

All such shares are held of record by PVPFF VI (as defined in Item 2(a) below). PVM VI, the general partner of PVPFF VI, may be deemed to have voting, investment and dispositive power with respect to these securities. David Barrett, Brian Chee, Jonathan A. Flint, Terrance G. McGuire, a member of the Issuer’s board of directors, Amir Nashat, and Bryce Youngren are the managing members of PVM VI and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)

All such shares are held of record by PVP VI (AIV) (as defined in Item 2(a) below). PVM VI, the general partner of PVP VI (AIV), may be deemed to have voting, investment and dispositive power with respect to these securities. David Barrett, Brian Chee, Jonathan A. Flint, Terrance G. McGuire, a member of the Issuer’s board of directors, Amir Nashat, and Bryce Youngren are the managing members of PVM VI and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)	PVP VI (AIV) Fedder Corp. Holding Partnership, L.P. has changed its name to Polaris Venture Partners VI (AIV-B), L.P.

(2)

All such shares are held of record by PVP VI (AIV-B) (as defined in Item 2(a) below). PVM VI, the general partner of PVP VI (AIV-B), may be deemed to have voting, investment and dispositive power with respect to these securities. David Barrett, Brian Chee, Jonathan A. Flint, Terrance G. McGuire, a member of the Issuer’s board of directors, Amir Nashat, and Bryce Youngren are the managing members of PVM VI and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(3)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)

498,468 of such shares are held of record by PVP VI, 682,069 of such shares are held of record by PVPFF VI, 8,968,544 of such shares are held of record by PVP VI (AIV) and 2,204,736 of such shares are held of record by PVP VI (AIV-B). PVM VI, the general partner of each of PVP VI, PVPFF VI, PVP VI (AIV) and PVP VI (AIV-B), may be deemed to have voting, investment and dispositive power with respect to these securities. David Barrett, Brian Chee, Jonathan A. Flint, Terrance G. McGuire, a member of the Issuer’s board of directors, Amir Nashat, and Bryce Youngren are the managing members of PVM VI and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)

(2)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)

(2)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)

(2)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)	Consists of Common Stock subject to stock option awards that have been granted to Terrance G. McGuire in his capacity as a director of the Issuer and that are exercisable as of or within 60 days of December 31, 2021.

(2)

(3)

Based on 81,332,510 shares of the Issuer’s Common Stock, calculated as follows: (i) 56,413 shares of the Issuer’s Common Stock subject to stock option awards that have been granted to Mr. McGuire in his capacity as a director of the Issuer and that are exercisable as of or within 60 days of December 31, 2021 plus (ii) 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2020, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)

(2)	Based on 81,276,097 shares of the Issuer’s Common Stock outstanding as of October 31, 2021, as reported on the Issuer’s Form 10-Q.

CUSIP #014442107

(1)

498,468 of such shares are held of record by PVP VI, 709,675 of such shares are held of record by PVPFF VI, 9,347,724 of such shares are held of record by PVP VI (AIV) and 2,297,950 of such shares are held of record by PVP VI Feeder. PVM VI, the general partner of each of PVP VI, PVPFF VI, PVP VI (AIV) and PVP VI Feeder, may be deemed to have voting, investment and dispositive power with respect to these securities. David Barrett, Brian Chee, Jonathan A. Flint, Terrance G. McGuire, a member of the Issuer’s board of directors, Amir Nashat, and Bryce Youngren are the managing members of PVM VI and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 81,276,097 shares of Common Stock outstanding as of November 1, 2020, as reported on the Issuer’s Form 10-Q.

SCHEDULE 13G

CUSIP #014442107

ITEM 2(A).

NAME OF PERSONS FILING

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13G initially filed with the United States Securities and Exchange Commission (the “Commission”) on February 12, 2020, as amended by Amendment No. 1 filed with the Commission on February 12, 2021 (collectively, the “Original 13G”) by the Reporting Persons. The “Reporting Persons” are collectively, Polaris Venture Partners VI, L.P. (“PVP VI”), Polaris Venture Partners Founders’ Fund VI, L.P. (“PVPFF VI”), Polaris Venture Partners VI (AIV), L.P. (“PVP VI (AIV)”), Polaris Venture Partners VI (AIV-B), L.P. (“PVP VI (AIV-B)”), Polaris Venture Management Co. VI, L.L.C. (“PVM VI”), David Barrett (“Barrett”), Brian Chee (“Chee”), Jonathan A. Flint (“Flint”), Terrance G. McGuire (“McGuire”), a member of the Issuer’s board of directors, Amir Nashat (“Nashat”), and Bryce Youngren (“Youngren”). PVP VI (AIV) Feeder Corp. Holding Partnership, L.P., a reporting person on the Original 13G, has changed its name to Polaris Venture Partners VI (AIV-B), L.P. Only those items that are hereby reported are amended, all other items reported in the Original 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Original 13G.

ITEM 4.

OWNERSHIP

The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2021:

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person and the corresponding footnotes.*

(b) Percent of Class:

See Row 11 of cover page for each Reporting Person and the corresponding footnotes.*

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person and the corresponding footnotes.*

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person and the corresponding footnotes.*

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person and the corresponding footnotes.*

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person and the corresponding footnotes.*

*	Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his, her or its pecuniary interest therein.

CUSIP #014442107

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 11, 2022


POLARIS VENTURE PARTNERS VI, L.P.
By: Polaris Venture Management Co. VI, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS VI (AIV), L.P.
By:		Polaris Venture Management Co. VI, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS VI (AIV-B), L.P.
By:		Polaris Venture Management Co. VI, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS FOUNDERS’ FUND VI, L.P.
By:		Polaris Venture Management Co. VI, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE MANAGEMENT CO. VI, L.L.C.

By:		*
		Authorized Signatory

JONATHAN A. FLINT

By:		*
		Jonathan A. Flint


TERRANCE G. MCGUIRE

By:		*
		Terrance G. McGuire

BRYCE YOUNGREN

By:		*
		Bryce Youngren

DAVID BARRETT

By:		*
		David Barrett

BRIAN CHEE

By:		*
		Brian Chee

AMIR NASHAT

By:		*
		Amir Nashat


*By:		/s/ Lauren Crockett
Name:		Lauren Crockett
		Attorney-in-Fact

[*	This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.]

SEC Form SC 13G/A filed by Alector Inc. (Amendment)