UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

GRAYBUG VISION, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

38942Q103

 

(CUSIP Number)

 

December 31, 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)

x       Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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, as amended (the "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 13G 

CUSIP No. 38942Q103     Page    2       of       23       Pages

 

1

NAMES OF REPORTING PERSONS

 

  AffaMed Project Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)       o
(b)       o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  British Virgin Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ 
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    3       of       23       Pages

  

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Affamed Therapeutics Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)        o
(b)        o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  cayman islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ 
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    4       of       23       Pages

  

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  C-Bridge IV Investment Three Group Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)        o
(b)        o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  British Virgin Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ 
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    5       of       23       Pages

  

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  C-Bridge IV Investment Six Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)        o
(b)        o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  British Virgin islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ 
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    6       of       23       Pages

  

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  C-Bridge IV Investment Twenty Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)        o
(b)        o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  British Virgin islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ 
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    7       of       23       Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Affamed Management Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)        o
(b)        o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  British Virgin islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ 
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    8     of       23       Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  C-Bridge Healthcare Fund IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)    o
(b)    o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  cayman islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  PN
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    9      of       23       Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  C-Bridge Healthcare Fund GP IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)    o
(b)    o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  cayman islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  PN
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    10      of       23       Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  C-Bridge Capital GP IV, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)    o
(b)    o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  cayman islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    11     of       23       Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  C-Bridge Joint Value Creation Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)    o
(b)   o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  British Virgin islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    12    of       23       Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  TF Capital IV, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)    o
(b)    o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  cayman islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    13     of       23       Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Nova Aqua Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)     o
(b)     o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  British Virgin islands
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
           

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    14    of       23       Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Wei fu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)     o
(b)     o
   
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  singapore
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY   1,383,596

EACH

 

REPORTING

 7 SOLE DISPOSITIVE POWER
PERSON   -0-
WITH 8 SHARED DISPOSITIVE POWER
    1,383,596
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,383,596
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  IN
           

 

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    15       of       23       Pages

 

Item 1.

 

(a)NAME OF ISSUER:

 

Graybug Vision, Inc.

 

(b)ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

275 Shoreline Drive, Suite 450

Redwood City, CA 94065

 

Item 2.

 

(a)NAME OF PERSON FILING:

 

This Statement is being filed by and on behalf of AffaMed Project Limited, AffaMed Therapeutics Limited, C-Bridge IV Investment Three Group Limited, C-Bridge IV Investment Six Limited, C-Bridge IV Investment Twenty Limited, AffaMed Management Limited, C-Bridge Healthcare Fund IV, L.P., C-Bridge Healthcare Fund GP IV, L.P., C-Bridge Capital GP IV, Ltd., C-Bridge Joint Value Creation Limited, TF Capital IV, Ltd., Nova Aqua Limited and Mr. Wei Fu (collectively, the "Reporting Persons").

 

The shares reported herein are held directly by AffaMed Project Limited. AffaMed Project Limited is wholly owned by AffaMed Therapeutics Limited. AffaMed Therapeutics Limited is controlled by C-Bridge IV Investment Three Group Limited, C-Bridge IV Investment Six Limited, C-Bridge IV Investment Twenty Limited and AffaMed Management Limited. C-Bridge IV Investment Three Group Limited, C-Bridge IV Investment Six Limited, C-Bridge IV Investment Twenty Limited are each wholly owned by C-Bridge Healthcare Fund IV, L.P. C-Bridge Healthcare Fund GP IV, L.P. is the general partner of C-Bridge Healthcare Fund IV, L.P. C-Bridge Capital GP IV, Ltd. is the general partner of C-Bridge Healthcare Fund GP IV, L.P. C-Bridge Healthcare Fund GP IV, L.P. is controlled by TF Capital IV, Ltd. and Nova Aqua Limited. TF Capital IV, Ltd. is wholly owned by Nova Aqua Limited. AffaMed Management Limited is wholly owned by C-Bridge Joint Value Creation Limited. C-Bridge Joint Value Creation Limited is wholly owned by Nova Aqua Limited. Nova Aqua Limited is controlled by Mr. Wei Fu.

 

(b)ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

The business address of each of the Reporting Persons is Suite 3306-3307, Two Exchange Square, 8 Connaught Place, Central, Hong Kong.

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    16       of       23       Pages

  

(c)CITIZENSHIP:

 

AffaMed Project Limited is a British Virgin Islands corporation. AffaMed Therapeutics Limited is a Cayman Islands corporation. C-Bridge IV Investment Three Group Limited is a British Virgin Islands corporation. C-Bridge IV Investment Six Limited is a British Virgin Islands corporation. C-Bridge IV Investment Twenty Limited is a British Virgin Islands corporation. AffaMed Management Limited is a British Virgin Islands corporation. C-Bridge Healthcare Fund IV, L.P. is a Cayman Islands limited partnership. C-Bridge Healthcare Fund GP IV, L.P. is a Cayman Islands limited partnership. C-Bridge Capital GP IV, Ltd. is a British Virgin Islands corporation. C-Bridge Joint Value Creation Limited is a British Virgin Islands corporation. TF Capital IV, Ltd. is a Cayman Islands corporation. Nova Aqua Limited is a British Virgin Islands corporation. Mr. Wei Fu is a citizen of Singapore.

 

(d)TITLE OF CLASS OF SECURITIES:

 

Common Stock, par value $0.0001 per share.

 

(e)CUSIP NUMBER: 38942Q103

 

Item 3.IF THIS STATEMENT IS FILED PURSUANT TO §§240.13d-1(b) or 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (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) [  ] An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) [  ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) [  ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) [  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) [  ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) [  ] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k) [  ] Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Not applicable.

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    17       of       23       Pages

 

Item 4.OWNERSHIP:

 

The percentages set forth in this Item 4 are based on there being 20,979,265 shares of Common Stock outstanding as of November 6, 2020 as disclosed in Graybug Vision, Inc.'s Form 10-Q filed on November 12, 2020 for the quarterly period ended September 30, 2020.

 

AffaMed Project Limited

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii)sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    18       of       23       Pages

 

AffaMed Therapeutics Limited

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

  

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii)sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

C-Bridge IV Investment Three Group Limited

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii) sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

C-Bridge IV Investment Six Limited

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

  (iii) sole power to dispose or to direct the disposition of: -0-

 

  (iv) shared power to dispose or to direct the disposition of: 1,383,596

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    19       of       23       Pages

 

C-Bridge IV Investment Twenty Limited

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

  (iii) sole power to dispose or to direct the disposition of: -0-

 

  (iv) shared power to dispose or to direct the disposition of: 1,383,596

 

AffaMed Management Limited

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

  (iii) sole power to dispose or to direct the disposition of: -0-

 

  (iv) shared power to dispose or to direct the disposition of: 1,383,596

 

C-Bridge Healthcare Fund IV, L.P.

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

  

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

  (iii) sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    20       of       23       Pages

 

C-Bridge Healthcare Fund GP IV, L.P.

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii)sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

C-Bridge Capital GP IV, Ltd.

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii)sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

 

 

 

SCHEDULE 13G 

CUSIP No. 38942Q103     Page    21       of       23       Pages

 

C-Bridge Joint Value Creation Limited

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii)sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

TF Capital IV, Ltd.

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii)sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

 

 

 

 

 

SCHEDULE 13G

CUSIP No. 38942Q103   Page    22       of       23       Pages

 

Nova Aqua Limited

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii)sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

Wei Fu

 

(a)AMOUNT BENEFICIALLY OWNED (AS OF DECEMBER 31, 2020): 1,383,596

 

(b)PERCENT OF CLASS: 6.6%

 

(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)sole power to vote or to direct the vote: -0-

 

(ii)shared power to vote or to direct the vote: 1,383,596

 

(iii)sole power to dispose or to direct the disposition of: -0-

 

(iv)shared power to dispose or to direct the disposition of: 1,383,596

 

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 the 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.

 

 

 

SCHEDULE 13G

CUSIP No. 38942Q103   Page    23       of       23       Pages

 

Item 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

 

Not applicable.

 

Item 9.NOTICE OF DISSOLUTION OF GROUP:

 

Not applicable.

 

Item 10.CERTIFICATIONS:

 

Not applicable.

 

 

 

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.

 

Dated:  September 18, 2021

 

  AFFAMED PROJECT LIMITED
   
  By: /s/ Mengjiao JIANG
    Name: Mengjiao JIANG
    Title: Director
   
  AffaMed Therapeutics Limited
   
  By: /s/ Dayao ZHAO
    Name: Dayao ZHAO
    Title: Director
   
  C-Bridge IV Investment Three Group Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  C-Bridge IV Investment Six Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director

 

 

 

  C-Bridge IV Investment Twenty Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  AffaMed Management Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  C-Bridge Healthcare Fund IV, L.P.
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Authorized Representative
   
  C-Bridge Healthcare Fund GP IV, L.P.
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Authorized Representative
   
  C-Bridge Capital GP IV, Ltd.
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   

 

 

 

  C-Bridge Joint Value Creation Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  TF Capital IV, Ltd.
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  Nova Aqua Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Authorized Representative
   
  /s/ Wei Fu
  Wei Fu

 

 

 

Exhibit 99.A

 

Exhibit A

 

Joint Filing Agreement

 

The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

 

Dated:  September 18, 2021

 

  AFFAMED PROJECT LIMITED
   
  By: /s/ Mengjiao JIANG
    Name: Mengjiao JIANG
    Title: Director
   
  AffaMed Therapeutics Limited
   
  By: /s/ Dayao ZHAO
    Name: Dayao ZHAO
    Title: Director
   
  C-Bridge IV Investment Three Group Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  C-Bridge IV Investment Six Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director

 

 

 

  C-Bridge IV Investment Twenty Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  AffaMed Management Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  C-Bridge Healthcare Fund IV, L.P.
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Authorized Representative
   
  C-Bridge Healthcare Fund GP IV, L.P.
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Authorized Representative
   
  C-Bridge Capital GP IV, Ltd.
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   

 

 

 

  C-Bridge Joint Value Creation Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  TF Capital IV, Ltd.
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Director
   
  Nova Aqua Limited
   
  By: /s/ Wei Fu
    Name: Wei Fu
    Title: Authorized Representative
   
  /s/ Wei Fu
  Wei Fu