SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(RULE 13D-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
 
(Amendment No. 2)*
 
Adverum Biotechnologies, Inc.
(Name of Issuer)
 
Common Stock $.0001 par value
(Title of Class of Securities)
 
00773U108
(CUSIP Number)
 
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue, New York, New York 10110
(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 18, 2020
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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).


 
 
   
 1
NAMES OF REPORTING PERSONS
 
The Sonic Fund II, L.P.
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)
 
WC
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
8
SHARED VOTING POWER
4,109,867
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
4,109,867
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,109,867
 
12
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
 
14
TYPE OF REPORTING PERSON (see Instructions)
PN
 
 


 
 
 1
NAMES OF REPORTING PERSONS
 
Lawrence Kam
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)
 
PF, AF
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
112,984
 
8
SHARED VOTING POWER
4,134,297*
 
9
SOLE DISPOSITIVE POWER
112,984
 
10
SHARED DISPOSITIVE POWER
4,134,297*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,247,281
 
12
 
 
 
CHECK BOX 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)
IN
 
 

* Includes 24,430 shares of Common Stock held in Mr. Kam’s personal IRA.


The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (this “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b) as a result of entering into a Joint Filing Agreement as described below and filed as an exhibit to this statement. If the Reporting Persons are deemed to have formed a group, the Reporting Persons could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate 4,247,281 shares or 4.4% of the Common Stock of the Company; however, each of the Reporting Persons disclaims beneficial ownership of the shares held by other members of the group except as expressly set forth herein.
The aggregate purchase price of the 4,109,867 shares of Common Stock directly beneficially owned by the Fund is approximately $24,859,150.95 which was funded with partnership funds of the Fund.  The Fund effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.
The aggregate purchase price of the 137,4141 shares of Common Stock directly beneficially owned by Mr. Kam is approximately $847,739.92 which was funded by Mr. Kam’s personal funds.

Item 5.
Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)            As of the date of this filing, the Reporting Persons may be deemed to beneficially own 4,247,281 shares (the “Shares”), or approximately 4.4% of the outstanding Common Stock of the Issuer. The aggregate percentages of Common Stock reported owned by the Reporting Persons is based upon approximately 97,313,975 shares outstanding, which is the total number of common shares outstanding on August 18, 2020 as reported in the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission on August 13, 2020, with confirmation of the closing of the public offering announced in the Issuer’s Press Release dated August 18, 2020.
(b)            Mr. Kam is the General Partner of the Fund.  Accordingly, Mr. Kam may be deemed to have shared voting and dispositive power with respect to the Shares held by the Fund.  Mr. Kam has sole voting and dispositive power over 112,984 shares of Common Stock that he holds directly.  Mr. Kam may be deemed to have shared voting and dispositive power over 24,430 shares of Common Stock that is held in his personal IRA.
(c)            Except as disclosed on Schedule 1 attached hereto, no transactions in the Common Stock were effected during the past 60 days by the Reporting Persons.
(d)            To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.
(e)            On August 18, 2020, the Reporting Persons ceased to beneficially own more than five percent of the Shares.



1 Including 24,430 shares of Common Stock held in Mr. Kam’s IRA.

 
 After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated:  August 20, 2020
 
 
THE SONIC FUND II, L.P.
 
 
 
 
 
By:
/s/ Lawrence Kam
 
 
Name:
Lawrence Kam
   
Title:
General Partner
 
 
 
 
/s/ Lawrence Kam
 
Lawrence Kam
 

SCHEDULE 1
Transaction in Securities of the Issuer During the Past 60 Days


Date
Security
Amount of Shs. Bought/(Sold)
Approx. price ($) per Share1
 
The Sonic Fund II, L.P.
 
 
7/7/2020
Common Stock
(50,000)
$20.5938
7/8/2020
Common Stock
(100,000)
$21.5495
7/16/2020
Common Stock
200,000
$17.5338
7/20/2020
Common Stock
(100,000)
$17.4397
7/31/2020
Common Stock
(200,000)
$16.8546
8/11/2020
Common Stock
100,000
$17.1235
8/19/2020
Common Stock
(2,488)
$13.0952



1 Not including any brokerage fees.