Adverum Biotechnologies received an amended Schedule 13G/A from multiple Frazier Life Sciences entities reporting passive holdings in the company's common stock. Frazier Life Sciences Public Fund, L.P. reported 1,129,057 shares (5.4%). Other Frazier funds listed holdings of 427,500 (2.0%), 129,870 (0.6%), 272,945 (1.3%) and 118,059 (0.6%), based on 20,984,161 shares outstanding as of August 5, 2025. The filing clarifies shared voting and dispositive power among named entities, corrects prior attributions to certain committee members, discloses prefunded warrants held by the funds with exercise limits, and includes a certification that the securities were not acquired to influence control of the issuer.
Positive
Clear disclosure of holdings by each Frazier fund, including 1,129,057 shares (5.4%) by Frazier Life Sciences Public Fund, L.P.
Amendment corrects prior attributions and clarifies that certain investment committee members are not attributed beneficial ownership.
Warrants disclosed with exercise limits, including specific warrant amounts for each fund, improving transparency about potential dilution.
Negative
None.
Insights
TL;DR: Passive institutional holdings disclosed; material single-fund stake exceeds 5% but filing asserts no intent to influence control.
The Schedule 13G/A provides transparent, updated beneficial ownership figures for several related Frazier funds, highlighting that Frazier Life Sciences Public Fund, L.P. holds 1,129,057 shares (5.4%). The amendment corrects previous attributions and clarifies governance of general partner entities and investment committees, which reduces ambiguity about who holds voting and dispositive power. Disclosure of prefunded warrants and the 9.99% exercise constraint is important for assessing potential future dilution, though the filing classifies these positions as passive.
TL;DR: Governance disclosure improves clarity on voting/dispositive power and fixes past over-attribution to committee members.
The filing strengthens governance transparency by stating which entities directly hold shares and by correcting earlier overstatements of individual committee members' beneficial ownership. It explains that certain LLCs are managed by investment committees acting by majority vote, and that committee members should not be attributed ownership of the funds' holdings. The signed certifications and joint filing agreement formalize the reporting relationships among the named parties.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ADVERUM BIOTECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00773U207
(CUSIP Number)
08/12/2025
(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)
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
Frazier Life Sciences Public Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,129,057.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,129,057.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,057.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLSP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,129,057.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,129,057.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,057.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLSP, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,129,057.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,129,057.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,057.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
Frazier Life Sciences Public Overage Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
427,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
427,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
427,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLSP Overage, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
427,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
427,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
427,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLSP Overage, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
427,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
427,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
427,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
Frazier Life Sciences X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLS X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLS X, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
Frazier Life Sciences XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
272,945.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
272,945.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
272,945.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLS XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
272,945.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
272,945.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
272,945.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLS XI, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
272,945.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
272,945.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
272,945.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
Frazier Life Sciences XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
118,059.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
118,059.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
118,059.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLS XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
118,059.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
118,059.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
118,059.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
FHMLS XII, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
118,059.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
118,059.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
118,059.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Reporting Person as of the date of this filing and do not include any warrants held by the Reporting Person. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
James N. Topper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Frazier Life Sciences X, L.P as of the date of this filing and do not include any warrants held by the Frazier Life Sciences X, L.P. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
Patrick J. Heron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock held by the Frazier Life Sciences X, L.P as of the date of this filing and do not include any warrants held by the Frazier Life Sciences X, L.P. See Item 4(a) to this Schedule 13G.
The percentage listed in row 11 is calculated based on 20,984,161 shares of Common Stock outstanding on August 5, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
Albert Cha
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
James Brush
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
00773U207
1
Names of Reporting Persons
Daniel Estes
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ADVERUM BIOTECHNOLOGIES, INC.
(b)
Address of issuer's principal executive offices:
100 CARDINAL WAY, REDWOOD CITY, CA, 94063.
Item 2.
(a)
Name of person filing:
The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences Public Overage Fund, L.P. ("FLSPOF")
FHMLSP Overage, L.P.
FHMLSP Overage, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences XII, L.P. ("FLS XII")
FHMLS XII, L.P.
FHMLS XII, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron")
Albert Cha
James Brush
Daniel Estes
(b)
Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite B
Palo Alto, CA 94304
(c)
Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Schedule 13G is incorporated by reference.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
00773U207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained in row 9 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds 1,129,057 shares of Common Stock. FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF, and this Schedule 13G corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior filings.
FLSPOF directly holds 427,500 shares of Common Stock. FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPOF, and this Schedule 13G corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior filings.
FLS X directly holds 129,870 shares of Common Stock. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares of Common Stock held by FLS X.
FLS XI directly holds 272,945 shares of Common Stock. FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI, and this Schedule 13G corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior filings.
FLS XII directly holds 118,059 shares of Common Stock. FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII, and this Schedule 13G corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior filings.
The above referenced beneficial ownership and amounts reflected on the cover pages hereto do not include certain prefunded warrants to acquire shares of Common Stock (the "Warrants"), the exercise of which is subject to certain beneficial ownership limitations. In this regard, (i) FLSPF holds Warrants to purchase 2,109,948 shares of Common Stock, (ii) FLSPOF holds Warrants to purchase 622,444 shares of Common Stock, (iii) FLS X holds Warrants to purchase 87,094 shares of Common Stock, (iv) FLS XI holds Warrants to purchase 231,904 shares of Common Stock and (v) FLS XII holds Warrants to purchase 404,709 shares of Common Stock, each of which cannot be exercised, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with its affiliates or any other persons acting as a group together with such holder) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
Except as specifically stated herein, the filing of this Schedule 13G shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13G or a member of a "group" with any other person.
(b)
Percent of class:
The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 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 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Frazier Life Sciences Public Fund, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
08/14/2025
FHMLSP, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
08/14/2025
FHMLSP, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C.
Date:
08/14/2025
Frazier Life Sciences Public Overage Fund, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P., GP of Frazier Life Sciences Public Overage Fund, L.P.
Date:
08/14/2025
FHMLSP Overage, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P.
Date:
08/14/2025
FHMLSP Overage, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C.
Date:
08/14/2025
Frazier Life Sciences X, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:
08/14/2025
FHMLS X, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:
08/14/2025
FHMLS X, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C.
Date:
08/14/2025
Frazier Life Sciences XI, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:
08/14/2025
FHMLS XI, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:
08/14/2025
FHMLS XI, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C.
Date:
08/14/2025
Frazier Life Sciences XII, L.P.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:
08/14/2025
FHMLS XII, L.P.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:
08/14/2025
FHMLS XII, L.L.C.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C.
Date:
08/14/2025
James N. Topper
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:
08/14/2025
Patrick J. Heron
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:
08/14/2025
Albert Cha
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Albert Cha, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:
08/14/2025
James Brush
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for James Brush, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:
08/14/2025
Daniel Estes
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Daniel Estes, pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022
What stake did Frazier Life Sciences Public Fund report in ADVM?
Frazier Life Sciences Public Fund, L.P. reported 1,129,057 shares (5.4%) of Adverum common stock.
Which other Frazier funds disclosed holdings in ADVM and how many shares?
The filing shows 427,500 (2.0%), 129,870 (0.6%), 272,945 (1.3%) and 118,059 (0.6%) held by other named Frazier funds.
Does the filing state whether these holdings are intended to influence control of ADVM?
Yes. The certification states the securities were not acquired and are not held to change or influence control of the issuer.
Were any prefunded warrants disclosed in the Schedule 13G/A for ADVM?
Yes. The filing discloses prefunded warrants held by the funds with specific amounts and notes each warrant is subject to a beneficial ownership limit on exercise.
What outstanding share count was used to calculate percentages in the filing?
Percentages are calculated using 20,984,161 shares outstanding as of August 5, 2025, per the issuer's referenced quarterly report.
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