M28 and Marc Elia Report 4.4%–4.6% Holdings in Invivyd, File Exit Amendment

Rhea-AI Filing Summary

Amendment No. 4 to a Schedule 13D reports that M28 Capital Management LP and Marc Elia hold common stock and director options in Invivyd, Inc. The filing states the reporting persons now beneficially own a combined 9,248,250 shares through shared voting and dispositive power attributed to M28 and an aggregate 9,548,250 shares when including Mr. Elia's 300,000 director stock options. Those amounts represent 4.4% (M28) and 4.6% (Elia) of the outstanding common stock, calculated using 209,377,291 shares outstanding per Invivyd's August 22, 2025 prospectus and press release. The amendment is an "exit filing" because, due solely to a change in the number of shares outstanding, the reporting persons no longer beneficially own more than 5% and are leaving the Schedule 13D reporting system. The director options were granted for board service; no transactions were effected in the past 60 days per the filing.

Positive

• Exit filing clearly documented: The amendment explicitly states it is a final amendment and an "exit filing" due to decreased percent ownership.
• Transparent option disclosure: The filing discloses Mr. Elia's 300,000 director stock options and their purpose (compensation for board service).
• No recent transactions: The reporting persons state no transactions in the past 60 days, indicating stability in holdings during the recent period.

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting persons' stake fell below 5%, prompting an exit filing; current holdings are 4.4% (M28) and 4.6% (Elia) of shares outstanding.

The filing documents a non-transactional, administrative change driven by an increase in shares outstanding reported in Invivyd's August 22, 2025 prospectus. The holding details are explicit: M28 holds shared voting and dispositive power over 9,248,250 shares; Mr. Elia holds 300,000 director options deemed for M28 and the relevant funds but also reports 300,000 shares of sole voting and dispositive power tied to those options. No purchases or sales occurred in the last 60 days. This is routine disclosure compliance rather than an active change in investment posture.

Corporate Governance Expert

TL;DR: Amendment states director options granted for board service and clarifies voting and dispositive powers; it serves as a final exit filing.

The filing confirms governance-related compensation (300,000 director stock options) and clarifies that those options are considered held for the benefit of M28 Capital and related funds. The document serves to update beneficial ownership percentages following the issuer's offering and to terminate Schedule 13D reporting obligations for the reporting persons. There are no disclosed legal proceedings or recent securities transactions in the filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Invivyd, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00534A102

(CUSIP Number)

M28 Capital Management LP
700 Canal Street, 1st Floor,
Stamford, CT, 06902
203-516-3730

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

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

08/22/2025

(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.

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).

SCHEDULE 13D

CUSIP No. 00534A102

1

Name of reporting person

M28 Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,248,250.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,248,250.00

11

Aggregate amount beneficially owned by each reporting person

9,248,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 00534A102

1

Name of reporting person

Marc Elia

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 300,000.00
8	Shared Voting Power 9,248,250.00
9	Sole Dispositive Power 300,000.00
10	Shared Dispositive Power 9,248,250.00

11

Aggregate amount beneficially owned by each reporting person

9,548,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The 300,000 shares of Common Stock reported in rows (7) and (9) of this cover page are shares of Common Stock underlying director stock options granted to Mr. Elia.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Invivyd, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1601 TRAPELO ROAD, SUITE 178, WALTHAM, MASSACHUSETTS , 02451.
Item 1 Comment: The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed with the Securities and Exchange Commission on April 1, 2022 (as amended, the "Schedule 13D"). This Amendment No. 4 supplements Items 3 and 6 and amends and restates Items 5(a)-(c), and (e) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. Due solely to a change in the number of outstanding shares of Common Stock of the Issuer, the Reporting Persons no longer beneficially own more than 5% of the Issuer's shares of Common Stock and the Reporting Persons are exiting the reporting system. This Amendment No. 4 is being filed solely as a result of such change. This Amendment No. 4 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.
Item 3.	Source and Amount of Funds or Other Consideration
	The director stock options reported herein were acquired by Mr. Elia for his services rendered to the Issuer as a member of the Issuer's board of directors.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by the Reporting Person. The percentages in this Schedule 13D are calculated based upon 209,377,291 shares of Common Stock reported to be outstanding, as disclosed in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on August 22, 2025 and the Issuer's August 22, 2025 Press Release, after giving effect to the completion of the offering and the exercise in full of the underwriters' overallotment option, as described therein, and assumes the exercise of the director stock options granted to Mr. Elia.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	No transactions in the shares of Common Stock have been effected by the Reporting Persons in the past sixty (60) days.
(e)	August 22, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Mr. Elia holds an aggregate of 300,000 unvested and vested director stock options granted in consideration for his service on the board of directors of the Issuer. Mr. Elia is deemed to hold the options for the benefit of M28 Capital and the M28 Funds and Accounts.

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.

M28 Capital Management LP

Signature:	/s/ Marc Elia
Name/Title:	By: M28 Capital Management, GP LLC, General Partner, By: Marc Elia, Managing Member
Date:	08/26/2025

Marc Elia

Signature:	/s/ Marc Elia
Name/Title:	Marc Elia, Individually
Date:	08/26/2025

FAQ

How many Invivyd (IVVD) shares does M28 Capital report beneficially owning?

The filing reports that M28 Capital Management LP has shared beneficial ownership of 9,248,250 shares, representing 4.4% of outstanding common stock.

What is Marc Elia's total reported interest in Invivyd (IVVD)?

Marc Elia reports aggregate beneficial ownership of 9,548,250 shares, or 4.6%, which includes 300,000 director stock options granted for board service.

Why is this Schedule 13D/A being filed?

The amendment states it is filed solely because a change in the number of outstanding shares reduced the reporting persons' ownership below 5%, triggering an "exit filing."

Were there any transactions in the reporting persons' Invivyd shares recently?

No. The filing states no transactions in the shares of Common Stock have been effected by the Reporting Persons in the past 60 days.

What outstanding share count was used to calculate percentages?

Percentages are calculated using 209,377,291 shares outstanding as disclosed in Invivyd's August 22, 2025 prospectus and press release.