This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Common Stock,
par value $0.0001 per share (the “Common Stock”), of DICE Therapeutics, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons on September 28, 2021 (the
“Initial Statement”), as amended by the Amendment No. 1 to Schedule 13D filed by the Reporting Persons on November 10, 2022 (as amended, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial Statement is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 2 and the information set forth or incorporated
in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.
(a) and (b)
Percentages set forth in this Amendment No. 2 were calculated based on 47,730,577 shares of Common Stock outstanding as of May 3, 2023 as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2023.
As of the date hereof, Northpond LP owns directly (and therefore is deemed the beneficial owner of) 633,707 shares of Common Stock, which represents
approximately 1.3% of the number of shares of Common Stock outstanding. Northpond LP has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by it.
As the general partner of Northpond LP, Northpond GP may be deemed to be the indirect beneficial owner of the 633,707 shares of Common Stock beneficially
owned by Northpond LP, which represents approximately 1.3% of the number of shares of Common Stock outstanding. Northpond GP has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the
Common Stock held by Northpond LP.
As of the date hereof, Northpond II LP owns directly (and therefore is deemed the beneficial owner of) 166,293 shares
of Common Stock, which represents approximately 0.4% of the number of shares of Common Stock outstanding. Northpond II LP has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the
Common Stock held by it.
As the general partner of Northpond II LP, Northpond II GP may be deemed to be the indirect beneficial owner of the 166,293
shares of Common Stock beneficially owned by Northpond II LP, which represents approximately 0.4% of the number of shares of Common Stock outstanding. Northpond II GP has the shared power to vote, or direct the voting of, and the shared power to
dispose of, or direct the disposition of, the Common Stock held by Northpond II LP.
Mr. Rubin is the sole managing member of each of Northpond GP
and Northpond II GP. As a result of the foregoing relationships, Mr. Rubin may be deemed to be the indirect beneficial owner of the 800,000 Common Stock beneficially owned by Northpond LP and Northpond II LP, which represents approximately 1.7%
of the number of shares of Common Stock outstanding. Mr. Rubin has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Common Stock held by Northpond LP and Northpond II LP.
Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
The decrease in shares beneficially owned by each Reporting Person as reported in this Amendment No. 2 reflects, the transactions described on
Annex A.