SC 13D/A

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

3,060,292

Sole Dispositive Power

0

Shared Dispositive Power

3,060,292

SC 13D/A 1 d682129dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Adicet Bio, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

007002108

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

(202) 729-5626

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

January 25, 2024

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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 Carlyle Group Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


1		Names of Reporting Persons Carlyle Holdings I GP Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


1		Names of Reporting Persons Carlyle Holdings I GP Sub L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


1		Names of Reporting Persons Carlyle Holdings I L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


1		Names of Reporting Persons CG Subsidiary Holdings L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


1		Names of Reporting Persons TC Group, L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


1		Names of Reporting Persons Carlyle Investment Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


1		Names of Reporting Persons Carlyle Genesis UK LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


1		Names of Reporting Persons Abingworth LLP
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization England and Wales


1		Names of Reporting Persons Abingworth Bioventures 8 LP
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization England and Wales

Explanatory Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on March 8, 2021 (as amended to date, the “Schedule 13D”), relating to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Adicet Bio, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On January 25, 2024, Abingworth Bioventures 8 LP purchased 833,333 shares of Common Stock in a private placement from the Issuer at a purchase price of $2.40 per share (the “January 2024 PIPE”). Abingworth Bioventures 8 LP purchased the Common Stock with its investment capital.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

January 2024 PIPE

Item 3 above summarizes the January 2024 PIPE and is incorporated herein by reference.

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) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 75,487,588 shares of Common Stock outstanding following the closing of the January 2024 PIPE, as disclosed in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 24, 2024.


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
The Carlyle Group Inc.		3,060,292		4.1	%		0		3,060,292		0		3,060,292
Carlyle Holdings I GP Inc.		3,060,292		4.1	%		0		3,060,292		0		3,060,292
Carlyle Holdings I GP Sub L.L.C.		3,060,292		4.1	%		0		3,060,292		0		3,060,292
Carlyle Holdings I L.P.		3,060,292		4.1	%		0		3,060,292		0		3,060,292
CG Subsidiary Holdings L.L.C.		3,060,292		4.1	%		0		3,060,292		0		3,060,292
TC Group, L.L.C.		3,060,292		4.1	%		0		3,060,292		0		3,060,292
Carlyle Investment Management L.L.C.		3,060,292		4.1	%		0		3,060,292		0		3,060,292
Carlyle Genesis UK LLC		3,060,292		4.1	%		0		3,060,292		0		3,060,292
Abingworth LLP		3,060,292		4.1	%		0		3,060,292		0		3,060,292
Abingworth Bioventures 8 LP		3,060,292		4.1	%		0		3,060,292		0		3,060,292

The shares of Common Stock reported herein include (i) 2,986,292 shares of Common Stock held of record by Abingworth Bioventures 8 LP and (ii) 74,000 shares of Common Stock underlying stock options exercisable within 60 days as of the date hereof.

The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures 8 LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures 8 LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures 8 LP, but each disclaims beneficial ownership of such securities.

(c)	During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock, other than the January 2024 PIPE,

(d)

None.

(e)	As of January 25, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.

Item 7.

Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


Exhibit Number		Description

1		Joint Filing Agreement (previously filed)

2		Power of Attorney.

SIGNATURES

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.

Date: February 7, 2024


The Carlyle Group Inc.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer

Carlyle Holdings I GP Inc.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director and Chief Financial Officer

Carlyle Holdings I GP Sub L.L.C.
By: Carlyle Holdings I GP Inc., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director and Chief Financial Officer

Carlyle Holdings I L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director

CG Subsidiary Holdings L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director

TC Group, L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director


Carlyle Investment Management L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer

Carlyle Genesis UK LLC
By: Carlyle Investment Management L.L.C., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer

Abingworth LLP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

Abingworth Bioventures 8 LP

By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

SEC Form SC 13D/A filed by Adicet Bio Inc. (Amendment)