UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(b), (c) AND (d) AND

AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No.   )*

 

 

SQZ Biotechnologies Company

(Name of Issuer)

Common Stock, Par Value $0.01 per Share

(Title of Class of Securities)

78472W104

(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:

 

x	Rule 13d-1(b)

 

¨	Rule 13d-1(c)

 

¨	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 disclosure 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, as amended (“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).

 

 

 

CUSIP No. 10806X102		Page 2 of 17

 

1.		Name of reporting persons   American International Group, Inc.
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Incorporated under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   2,247,966
				7.		Sole dispositive power   0
				8.		Shared dispositive power   2,247,966
9.		Aggregate amount beneficially owned by each reporting person   2,247,966
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   9.1%
12.		Type of reporting person   HC

 

 

CUSIP No. 10806X102		Page 3 of 17

 

1.		Name of reporting persons   AIG Capital Corporation
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   2,136,139
				7.		Sole dispositive power   0
				8.		Shared dispositive power   2,136,139
9.		Aggregate amount beneficially owned by each reporting person   2,136,139
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   8.6%
12.		Type of reporting person   HC

 

 

CUSIP No. 10806X102		Page 4 of 17

 

1.		Name of reporting persons   AIG Fund GP Holdings, LLC
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   2,136,139
				7.		Sole dispositive power   0
				8.		Shared dispositive power   2,136,139
9.		Aggregate amount beneficially owned by each reporting person   2,136,139
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   8.6%
12.		Type of reporting person   HC

 

 

CUSIP No. 10806X102		Page 5 of 17

  

1.		Name of reporting persons   AIG DECO Fund I, GP, LLC
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Incorporated under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   2,136,139
				7.		Sole dispositive power   0
				8.		Shared dispositive power   2,136,139
9.		Aggregate amount beneficially owned by each reporting person   2,136,139
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   8.6%
12.		Type of reporting person   HC

  

 

CUSIP No. 10806X102		Page 6 of 17

  

1.		Name of reporting persons   AIG DECO Fund I, LP
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   2,136,139
				7.		Sole dispositive power   0
				8.		Shared dispositive power   2,136,139
9.		Aggregate amount beneficially owned by each reporting person   2,136,139
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   8.6%
12.		Type of reporting person   HC

 

 

CUSIP No. 10806X102		Page 7 of 17

   

1.		Name of reporting persons   SAFG Retirement Services, Inc.
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   111,827
				7.		Sole dispositive power   0
				8.		Shared dispositive power   111,827
9.		Aggregate amount beneficially owned by each reporting person   111,827
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   0.5%
12.		Type of reporting person   HC

 

 

CUSIP No. 10806X102		Page 8 of 17

   

1.		Name of reporting persons   AIG Life Holdings, Inc.
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   111,827
				7.		Sole dispositive power   0
				8.		Shared dispositive power   111,827
9.		Aggregate amount beneficially owned by each reporting person   111,827
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   0.5%
12.		Type of reporting person   HC

 

  

CUSIP No. 10806X102		Page 9 of 17

 

1.		Name of reporting persons   AGC Life Insurance Company
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Missouri
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   111,827
				7.		Sole dispositive power   0
				8.		Shared dispositive power   111,827
9.		Aggregate amount beneficially owned by each reporting person   111,827
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   0.5%
12.		Type of reporting person   IC

 

 

CUSIP No. 10806X102		Page 10 of 17

 

1.		Name of reporting persons   The Variable Annuity Life Insurance Company
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   2,098
				7.		Sole dispositive power   0
				8.		Shared dispositive power   2,098
9.		Aggregate amount beneficially owned by each reporting person   2,098
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   0%
12.		Type of reporting person   IC

 

 

 

CUSIP No. 10806X102		Page 11 of 17

 

1.		Name of reporting persons   American General Life Insurance Company
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   109,729
				7.		Sole dispositive power   0
				8.		Shared dispositive power   109,729
9.		Aggregate amount beneficially owned by each reporting person   109,729
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   0.4%
12.		Type of reporting person   IC

 

 

CUSIP No. 10806X102		Page 12 of 17

 

1.		Name of reporting persons   SunAmerica Asset Management, LLC
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   109,729
				7.		Sole dispositive power   0
				8.		Shared dispositive power   109,729
9.		Aggregate amount beneficially owned by each reporting person   109,729
10.		Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.		Percent of class represented by amount in Row (9)   0.4%
12.		Type of reporting person   IA

 

 

		Page 13 of 17

 

ITEM 1 (a).

NAME OF ISSUER:

SQZ Biotechnologies Company

 

ITEM 1 (b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

Arsenal Yards Blvd, Suite 210, Watertown, MA 02472

 

ITEM 2 (a).

NAME OF PERSON(S) FILING:

American International Group, Inc.

AIG Capital Corporation

AIG Fund GP Holdings, LLC

AIG DECO Fund I GP, LLC

AIG DECO Fund I, LP

SAFG Retirement Services, Inc.

AIG Life Holdings, Inc.

AGC Life Insurance Company

The Variable Annuity Life Insurance Company

American General Life Insurance Company

SunAmerica Asset Management, LLC

 

ITEM 2 (b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE(S):

American International Group, Inc.

175 Water Street

New York, NY 10038

 

AIG Capital Corporation

80 Pine Street

New York , NY 10005

 

AIG Fund GP Holdings, LLC

80 Pine Street, 8th Floor

New York NY 10005

United States

 

AIG DECO Fund I GP, LLC

80 Pine Street, 8th Floor

New York NY 10005

United States

 

AIG DECO Fund I, LP

80 Pine Street

3rd Floor

New York NY 10005

United States

SAFG Retirement Services, Inc.

21650 Oxnard Street

10^th Floor

Woodland Hills, CA 91367

 

AIG Life Holdings, Inc.

2929 Allen Parkway

Houston, TX 77019

AGC Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

 

The Variable Annuity Life Insurance Company

2929 Allen Parkway

Houston, TX 77019

American General Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

SunAmerica Asset Management, LLC

21650 Oxnard Street

10^th Floor

Woodland Hills, CA 91367

 

ITEM 2 (c).

CITIZENSHIP:

The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G.

ITEM 2 (d).

TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2 (e).

CUSIP NUMBER:

 

78472W104

  

 

		Page 14 of 17

 

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:

American International Group, Inc.:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

 

AIG Capital Corporation:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

 

AIG Fund GP Holdings, LLC:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

 

AIG DECO Fund I GP, LLC:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

 

AIG DECO Fund I, LP:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

SAFG Retirement Services, Inc.:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

AIG Life Holdings, Inc.:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

AGC Life Insurance Company:

 

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

The Variable Annuity Life Insurance Company:

 

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

American General Life Insurance Company:

 

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

SunAmerica Asset Management, LLC:

 

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

 

ITEM 4.

OWNERSHIP.

(a) through (c). The information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF 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.

SunAmerica Asset Management, LLC, a wholly-owned company of American International Group, Inc. (“AIG”) AIG, shares voting and investment power with respect to all of Seasons Series Trust SA Multi-Managed Mid Cap Value Portfolio its holdings in SQZ Biotechnologies, Co., which AIG may be deemed to indirectly beneficially own such shares.

 

The Variable Annuity Life Insurance Company, a wholly-owned company of AIG, shares voting and investment power with respect to all of VALIC Co I Small Cap Index Fund’s holdings in SQZ Biotechnologies, Co., which AIG may be deemed to indirectly beneficially own such shares.

 

American General Life Insurance Company is a wholly-owned subsidiary of AIG and a LP in LS Polaris Innovation Fund LP which owns 109, 239 shares of SQZ Biotechnologies Co. AIG may be deemed to indirectly beneficially own those shares.

 

AIG Asset Management (U.S.), LLC a wholly-owned company of AIG, shares voting and investment power with respect to AIG DECO Fund I, LP’s holdings in SQZ Biotechnologies, Co.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiaries of American International Group, Inc.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

  

 

		Page 15 of 17

 

 

ITEM 10.

CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

 

		Page 16 of 17

 

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.

Date: February 16, 2021

 

	AMERICAN INTERNATIONAL GROUP, INC.
	By	/s/ Geoffrey N. Cornell
	Name:	Geoffrey N. Cornell
	Title:	Vice President
	AIG CAPITAL CORPORATION
	By	/s/ Justin Caulfield
	Name:	Justin Caulfield
	Title:	Treasurer
	AIG DECO FUND I, LP
	By: AIG DECO Fund I GP, LLC, its General Partner
	By: AIG Fund GP Holdings, LLC, its Managing Member
	By: AIG Capital Corporation, its Managing Member
	By: AIG Asset Management (U.S.), LLC, its investment advisor
	By:	/s/ Matthew Laermer
	Name:	Matthew Laermer
	Title:	Managing Director
	AIG DECO Fund I GP, LLC
	By: AIG Fund GP Holdings, LLC, its Managing Member
	By: AIG Capital Corporation, its Managing Member
	By: AIG Asset Management (U.S.), LLC, its investment advisor
	By:	/s/ Matthew Laermer
	Name:	Matthew Laermer
	Title:	Managing Director
	AIG Fund GP Holdings, LLC
	By: AIG Capital Corporation, its Managing Member
	By: AIG Asset Management (U.S.), LLC, its investment advisor
	By:	/s/ Matthew Laermer
	Name:	Matthew Laermer
	Title:	Managing Director
	SAFG RETIREMENT SERVICES, INC.
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AIG LIFE HOLDINGS, INC.
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AGC LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AMERICAN GENERAL LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	SUNAMERICA ASSET MANAGEMENT, LLC
	By	/s/ Matthew Hackethal
	Name:	Matthew Hackethal
	Title:	Vice President, Chief Compliance Officer

  

		Page 17 of 17

 

 

EXHIBIT INDEX

 

Exhibit 99.1		Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company
Exhibit 99.2		Agreement of Joint Filing

 

EXHIBIT 99.1

 

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

American International Group, Inc. — Subsidiary Information

 

AIG Capital Corporation:

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

 

Category Symbol: HC

 

AIG Fund GP Holdings, LLC:

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

 

AIG DECO Fund I GP, LLC:

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

 

AIG DECO Fund I, LP:

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

 

SAFG Retirement Services, Inc.:

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

 

Category Symbol: HC

 

AIG Life Holdings, Inc.:

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

 

Category Symbol: HC

 

The Variable Annuity Life Insurance Company:

 

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

Category Symbol: IC

 

AGC Life Insurance Company:

 

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

Category Symbol: IC

 

American General Life Insurance Company:

 

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

Category Symbol: IC

 

 

 

 

 EXHIBIT 99.2

 

AGREEMENT OF JOINT FILING

 

In accordance with Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Common Stock of Macy’s, Inc. and that this Agreement may be included as an Exhibit to such filing.

 

Each of the undersigned parties represents and warrants to the others that the information contained in any amendment thereto about it will be true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the others of any changes in such information or of any additional information which would require any amendment to the Schedule 13G and to promptly file such amendment.

 

Each of the undersigned parties agrees to indemnify the others for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any representations, warranties or agreements in this Agreement.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 16, 2021

 

	AMERICAN INTERNATIONAL GROUP, INC.
	By	/s/ Geoffrey N. Cornell
	Name:	Geoffrey N. Cornell
	Title:	Vice President
	AIG CAPITAL CORPORATION
	By	/s/ Justin Caulfield
	Name:	Justin Caulfield
	Title:	Treasurer
	AIG DECO FUND I, LP
	By: AIG DECO Fund I GP, LLC, its General Partner
	By: AIG Fund GP Holdings, LLC, its Managing Member
	By: AIG Capital Corporation, its Managing Member
	By: AIG Asset Management (U.S.), LLC, its investment advisor
	By:	/s/ Matthew Laermer
	Name:	Matthew Laermer
	Title:	Managing Director
	AIG DECO Fund I GP, LLC
	By: AIG Fund GP Holdings, LLC, its Managing Member
	By: AIG Capital Corporation, its Managing Member
	By: AIG Asset Management (U.S.), LLC, its investment advisor
	By:	/s/ Matthew Laermer
	Name:	Matthew Laermer
	Title:	Managing Director
	AIG Fund GP Holdings, LLC
	By: AIG Capital Corporation, its Managing Member
	By: AIG Asset Management (U.S.), LLC, its investment advisor
	By:	/s/ Matthew Laermer
	Name:	Matthew Laermer
	Title:	Managing Director
	SAFG RETIREMENT SERVICES, INC.
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AIG LIFE HOLDINGS, INC.
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AGC LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AMERICAN GENERAL LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	SUNAMERICA ASSET MANAGEMENT, LLC
	By	/s/ Matthew Hackethal
	Name:	Matthew Hackethal
	Title:	Vice President, Chief Compliance Officer