13D Filings
Tectonic Therapeutic, Inc.
TECX
Amendment
Ownership

5.60%

Total Shares

1,028,674

Issuer CIK

1681087

Event Date

Feb 4, 2025

Accepted

Feb 7, 2025, 05:51 PM

Reporting Persons (3)
NameType% of ClassAggregateSole VotingShared Voting
VV Manager II, LLC
Other
5.60%1,028,67401,028,674
Vida Ventures II, LLC
Other
5.40%1,000,90001,000,900
Vida Ventures II-A, LLC
Other
0.20%27,774027,774
Disclosure Items (6)

Security Title

Common Stock, $0.0001 par value per share

Issuer Name

Tectonic Therapeutic, Inc.

Issuer Address

490 ARSENAL WAY, WATERTOWN, MA, 02472

Filing Persons

This Schedule 13D is filed by Vida Ventures II, LLC (Vida II), Vida Ventures II-A, LLC (Vida II-A) and VV Manager II, LLC (VV Manager II and, with Vida II and Vida II-A, collectively, the Reporting Persons). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached as Exhibit A to the Original Schedule 13D.

Business Address

The principal business office of the Reporting Persons is 40 Broad Street, Suite 201, Boston, MA 02109.

Principal Occupation

The principal business of the Reporting Persons is venture capital investments. VV Manager II is the manager of each of Vida II and Vida II-A.

Convictions

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Citizenship

Each of the Reporting Persons is a limited liability company organized in the state of Delaware.

The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference.

Solely on behalf of, and only to the extent that it relates to, the Reporting Persons, Item 4 of the Original 13D is hereby amended and restated in its entirety as set forth below: The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the "Act")). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide. Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein. The Reporting Persons have previously retained the right and continue to retain the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer, sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.

Percentage of Class

See Items 7-11 of the cover pages of this Amendment No. 1. The information reported on such cover pages is reported as of February 5, 2025.

Number of Shares

See Items 7-11 of the cover pages of this Amendment No. 1. The information reported on such cover pages is reported as of February 5, 2025.

Transactions

Except as reported in this Statement, none of the Reporting Entities has affected any transactions in the Issuer's securities within the past 60 days.

Shareholders

Under certain circumstances set forth in the limited liability company agreements of each of Vida II and Vida II-A, VV Manager II and the members of each of Vida II and Vida II-A may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

Date of 5% Ownership

Not applicable.

The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference.

Tectonic Therapeutic, Inc. — Schedule 13D | 13D Filings