UNITED STATES
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 RULE 13d-2(b)
(Amendment No. )1
 
Adverum Biotechnologies, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00773U108
(CUSIP Number)
December 17, 2020
(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)
 
 

 

1 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
 
NAME OF REPORTING PERSON
 
 
 
 
 
 
 
 
 
 
THE SONIC FUND II, L.P.
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
 
 
 
 
(b) ☐
 
 
 
 
 
 
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
 
 
 
 
 
DELAWARE
 
NUMBER OF
 
5
 
SOLE VOTING POWER
 
SHARES
 
 
 
 
 
BENEFICIALLY
 
 
 
 
- 0 -
 
OWNED BY
 
6
 
SHARED VOTING POWER
 
EACH
 
 
 
 
 
REPORTING
 
 
 
 
5,101,787
 
PERSON WITH
 
7
 
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
 
 
 
 
 
- 0 -
 
 
 
8
 
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
 
 
 
 
 
5,101,787
 
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
 
 
 
 
 
5,101,787
 
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
 
 
 
 
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
 
 
 
 
 
5.2%
 
 
12
 
TYPE OF REPORTING PERSON
 
 
 
 
 
 
 
 
 
 
PN
 
 

 


 
                                       
 
1
 
NAME OF REPORTING PERSON
 
 
 
 
 
 
 
 
 
 
LAWRENCE KAM
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
 
 
 
 
(b) ☐
 
 
 
 
 
 
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
 
 
 
 
 
DELAWARE
 
NUMBER OF
 
5
 
SOLE VOTING POWER
 
SHARES
 
 
 
 
 
BENEFICIALLY
 
 
 
 
92,984
 
OWNED BY
 
6
 
SHARED VOTING POWER
 
EACH
 
 
 
 
 
REPORTING
 
 
 
 
5,123,167*
 
PERSON WITH
 
7
 
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
 
 
 
 
 
92,984
 
 
 
8
 
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
 
 
 
 
 
5,123,167*
 
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
 
 
 
 
 
5,216,151
 
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
 
 
 
 
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
 
 
 
 
 
5.4%
 
 
12
 
TYPE OF REPORTING PERSON
 
 
 
 
 
 
 
 
 
 
IN
 
 
* Includes 21,380 Shares held in Mr. Kam’s personal IRA.




 
Item 1(a).
Name of Issuer:
 
Adverum Biotechnologies, Inc. (the “Issuer”). 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
1035 O’Brien Drive, Menlo Park, CA 94025
 
Item 2(a).
Name of Persons Filing:

This Schedule 13G is being filed by The Sonic Fund II, L.P., a Delaware limited partnership (the “Fund”), and Lawrence Kam, a citizen of the United States of America (“Mr. Kam”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
The principal business of the Fund is that of a private fund engaged in investment in securities for its own account. The principal business of Mr. Kam is serving as the general partner of the Fund.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:

The address of the principal offices of each of the Reporting Persons is 400 Hobron Lane, Suite 3709, Honolulu, HI 96815.
 
Item 2(c).
Citizenship:

The Fund is organized under the laws of the State of Delaware. Mr. Kam is a citizen of the United States of America.
 
Item 2(d).
Title of Class of Securities:

Common Stock, $0.0001 par value per share (the "Shares")
 
Item 2(e).
CUSIP Number:

00773U108
 
Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
/x/
Not Applicable
(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)
/ /
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).*
(f)
/ /
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
(g)
/ /
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).**
(h)
/ /
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)
/ /
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
(j)
/ /
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
(k)
/ /
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

 

 
Item 4.
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.

(a)
Amount beneficially owned:
As of the close of business on December 31, 2020, the Reporting Persons may collectively be deemed to have beneficially owned 2,495,753 Shares.

(b)
Percent of class:
5.4% (based upon 97,477,603 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2020 as reported in the Issuer’s Registration Statement on Form 10-Q for the quarterly period ended September 30, 2020, filed with the Securities and Exchange Commission on November 5, 2020).
(c)            Number of shares as to which such person has:

(i)
Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.

(ii)
Shared power to vote or to direct the vote
See Cover Pages Items 5-9.

 (iii)
Sole power to dispose or to direct the disposition of
See Cover Pages Items 5-9.

 (iv)
Shared power to dispose or to direct the disposition of
See Cover Pages Items 5-9.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
 
Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof each reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
Item 6.
Ownership of More than Five 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.


SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information with respect to it or him set forth in this statement is true, complete and correct.
Dated: February 16, 2021
 
 
 
   
  
 
THE SONIC FUND II, L.P.
 
 
 
 
 
 
By:
/s/ Lawrence Kam
 
 
Name:
Lawrence Kam
 
 
Title:
General Partner


 
 
 
/s/ Lawrence Kam
 
 
LAWRENCE KAM