UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

COHERUS BIOSCIENCES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

19249H103

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 (“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. 19249H103

 

 

1.

Name of Reporting Persons
Venrock Healthcare Capital Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
435,134(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
435,134(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
435,134(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)

This Schedule 13G/A is being filed by Venrock Healthcare Capital Partners, L.P. (“VHCP I”), VHCP Co-Investment Holdings, LLC (“VHCP Co-Invest I”), Venrock Healthcare Capital Partners II, L.P. (“VHCP II”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-Invest II”), VHCP Management, LLC (“VHCP Management”), VHCP Management II, LLC (“VHCP Management II” and collectively with VHCP I, VHCP Co-Invest I, VHCP II, VHCP Co-Invest II and VHCP Management, the “VHCP Entities”), Venrock Associates VI, L.P. (“VA VI”), Venrock Partners VI, L.P. (“VP VI”), Venrock Management VI, LLC (“VM VI”), and Venrock Partners Management VI, LLC (“VPM VI” and together with VA VI, VP VI and VM VI, the “Venrock VI Entities” and the Venrock VI Entities together with the VHCP Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 258,262 shares of common stock owned by VHCP I, 47,243 shares of common stock owned by VHCP Co-Invest, 109,006 shares of common stock by VHCP II and 20,623 shares of common stock owned by VHCP Co-Invest II.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 665,806 shares of common stock held by VA VI and VP VI. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock VI Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

2



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
VHCP Co-Investment Holdings, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
435,134(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
435,134(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
435,134(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 258,262 shares of common stock owned by VHCP I, 47,243 shares of common stock owned by VHCP Co-Invest, 109,006 shares of common stock by VHCP II and 20,623 shares of common stock owned by VHCP Co-Invest II.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 665,806 shares of common stock held by VA VI and VP VI. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock VI Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

3



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
Venrock Healthcare Capital Partners II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
435,134(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
435,134(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
435,134(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 258,262 shares of common stock owned by VHCP I, 47,243 shares of common stock owned by VHCP Co-Invest, 109,006 shares of common stock by VHCP II and 20,623 shares of common stock owned by VHCP Co-Invest II.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 665,806 shares of common stock held by VA VI and VP VI. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock VI Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

4



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
VHCP Co-Investment Holdings II, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
435,134(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
435,134(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
435,134(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 258,262 shares of common stock owned by VHCP I, 47,243 shares of common stock owned by VHCP Co-Invest, 109,006 shares of common stock by VHCP II and 20,623 shares of common stock owned by VHCP Co-Invest II.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 665,806 shares of common stock held by VA VI and VP VI. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock VI Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

5



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
VHCP Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
435,134(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
435,134(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
435,134(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 258,262 shares of common stock owned by VHCP I, 47,243 shares of common stock owned by VHCP Co-Invest, 109,006 shares of common stock by VHCP II and 20,623 shares of common stock owned by VHCP Co-Invest II.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 665,806 shares of common stock held by VA VI and VP VI. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock VI Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

6



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
VHCP Management II, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
435,134(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
435,134(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
435,134(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 258,262 shares of common stock owned by VHCP I, 47,243 shares of common stock owned by VHCP Co-Invest, 109,006 shares of common stock by VHCP II and 20,623 shares of common stock owned by VHCP Co-Invest II.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 665,806 shares of common stock held by VA VI and VP VI. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock VI Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

7



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
Venrock Associates VI, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
665,806(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
665,806(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
665,806(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.5%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 617,336 shares of common stock owned by VA VI and 48,470 shares of common stock owned by VP VI.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 435,134 shares of common stock held by VHCP I, VHCP Co-Invest I, VHCP II and VHCP Co-Invest II. The Venrock VI Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

8



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
Venrock Partners VI, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
665,806(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
665,806(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
665,806(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.5%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 617,336 shares of common stock owned by VA VI and 48,470 shares of common stock owned by VP VI.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 435,134 shares of common stock held by VHCP I, VHCP Co-Invest I, VHCP II and VHCP Co-Invest II. The Venrock VI Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

9



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
Venrock Management VI, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
665,806(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
665,806(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
665,806(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.5%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 617,336 shares of common stock owned by VA VI and 48,470 shares of common stock owned by VP VI.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 435,134 shares of common stock held by VHCP I, VHCP Co-Invest I, VHCP II and VHCP Co-Invest II. The Venrock VI Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

10



 

CUSIP No. 19249H103

 

 

1.

Name of Reporting Persons
Venrock Partners Management VI, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
665,806(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
665,806(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
665,806(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.5%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)

This Schedule 13G/A is being filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2)

Consists of 617,336 shares of common stock owned by VA VI and 48,470 shares of common stock owned by VP VI.

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 435,134 shares of common stock held by VHCP I, VHCP Co-Invest I, VHCP II and VHCP Co-Invest II. The Venrock VI Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

(4)

This percentage is calculated based upon 43,652,743 shares of the Issuer’s common stock outstanding as of October 31, 2016, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

 

11



 

Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP LP”), VHCP Co-Investment Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment”), Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), VHCP Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management”) VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II” and collectively with VHCP LP, VHCP II LP, VHCP Co-Investment, VHCP Co-Investment II and VHCP Management, the “VHCP Entities”), Venrock Associates VI, L.P., a limited partnership organized under the laws of the State of Delaware (“VA VI”), Venrock Partners VI, L.P., a limited partnership organized under the laws of the State of Delaware (“VP VI”), Venrock Management VI, LLC, a limited liability company organized under the laws of the State of Delaware (“VM VI”), and Venrock Partners Management VI, LLC, a limited liability company organized under the laws of the State of Delaware (“VPM VI” and collectively with VA VI, VP VI and VM VI, the “Venrock VI Entities”) in respect of shares of common stock of Coherus Biosciences, Inc.

 

Item 1.

 

(a)

Name of Issuer
Coherus Biosciences, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
201 Redwood Shores Parkway, Suite 200

Redwood City, CA 94065

 

Item 2.

 

(a)

Name of Person Filing
Venrock Healthcare Capital Partners, L.P.

VHCP Co-Investment Holdings, LLC

Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

VHCP Management, LLC

VHCP Management II, LLC

Venrock Associates VI, L.P.

Venrock Partners VI, L.P.

Venrock Management VI, LLC

Venrock Partners Management VI, LLC

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

New York Office:

530 Fifth Avenue

22nd Floor

New York, NY 10036

Palo Alto Office:

3340 Hillview Avenue

Palo Alto, CA 94304

Boston Office:

34 Farnsworth Street

3rd Floor

Boston, MA 02210

 

(c)

Citizenship
Each of the Venrock VI Entities and VHCP Entities was organized in Delaware.

 

(d)

Title of Class of Securities
Common stock, par value $0.0001 per share

 

(e)

CUSIP Number
19249H103

 

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:

 

Not applicable

 

12



 

Item 4.

Ownership

 

 

(a)

Amount beneficially owned as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

Venrock Healthcare Capital Partners, L.P.

 

435,134

(1)

 

 

VHCP Co-Investment Holdings, LLC

 

435,134

(1)

 

 

Venrock Healthcare Capital Partners II, L.P.

 

435,134

(1)

 

 

VHCP Co-Investment Holdings II, LLC

 

435,134

(1)

 

 

VHCP Management, LLC

 

435,134

(1)

 

 

VHCP Management II, LLC

 

435,134

(1)

 

 

Venrock Associates VI, L.P.

 

665,806

(2)

 

 

Venrock Partners VI, L.P.

 

665,806

(2)

 

 

Venrock Management VI, LLC

 

665,806

(2)

 

 

Venrock Partners Management VI, LLC

 

665,806

(2)

 

 

 

 

 

 

 

(b)

Percent of class as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

Venrock Healthcare Capital Partners, L.P.

 

1.0

%

 

 

VHCP Co-Investment Holdings, LLC

 

1.0

%

 

 

Venrock Healthcare Capital Partners II, L.P.

 

1.0

%

 

 

VHCP Co-Investment Holdings II, LLC

 

1.0

%

 

 

VHCP Management, LLC

 

1.0

%

 

 

VHCP Management II, LLC

 

1.0

%

 

 

Venrock Associates VI, L.P.

 

1.5

%

 

 

Venrock Partners VI, L.P.

 

1.5

%

 

 

Venrock Management VI, LLC

 

1.5

%

 

 

Venrock Partners Management VI, LLC

 

1.5

%

 

 

 

 

 

 

 

(c)

Number of shares as to which the person has, as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Healthcare Capital Partners, L.P.

 

0

 

 

 

 

VHCP Co-Investment Holdings, LLC

 

0

 

 

 

 

Venrock Healthcare Capital Partners II, L.P.

 

0

 

 

 

 

VHCP Co-Investment Holdings II, LLC

 

0

 

 

 

 

VHCP Management, LLC

 

0

 

 

 

 

VHCP Management II, LLC

 

0

 

 

 

 

Venrock Associates VI, L.P.

 

0

 

 

 

 

Venrock Partners VI, L.P.

 

0

 

 

 

 

Venrock Management VI, LLC

 

0

 

 

 

 

Venrock Partners Management VI, LLC

 

0

 

 

 

 

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Healthcare Capital Partners, L.P.

 

435,134

(1)

 

 

 

VHCP Co-Investment Holdings, LLC

 

435,134

(1)

 

 

 

Venrock Healthcare Capital Partners II, L.P.

 

435,134

(1)

 

 

 

VHCP Co-Investment Holdings II, LLC

 

435,134

(1)

 

 

 

VHCP Management, LLC

 

435,134

(1)

 

 

 

VHCP Management II, LLC

 

435,134

(1)

 

 

 

Venrock Associates VI, L.P.

 

665,806

(2)

 

 

 

Venrock Partners VI, L.P.

 

665,806

(2)

 

 

 

Venrock Management VI, LLC

 

665,806

(2)

 

 

 

Venrock Partners Management VI, LLC

 

665,806

(2)

 

13



 

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Healthcare Capital Partners, L.P.

 

0

 

 

 

 

VHCP Co-Investment Holdings, LLC

 

0

 

 

 

 

Venrock Healthcare Capital Partners II, L.P.

 

0

 

 

 

 

VHCP Co-Investment Holdings II, LLC

 

0

 

 

 

 

VHCP Management, LLC

 

0

 

 

 

 

VHCP Management II, LLC

 

0

 

 

 

 

Venrock Associates VI, L.P.

 

0

 

 

 

 

Venrock Partners VI, L.P.

 

0

 

 

 

 

Venrock Management VI, LLC

 

0

 

 

 

 

Venrock Partners Management VI, LLC

 

0

 

 

 

 

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Healthcare Capital Partners, L.P.

 

435,134

(1)

 

 

 

VHCP Co-Investment Holdings, LLC

 

435,134

(1)

 

 

 

Venrock Healthcare Capital Partners II, L.P.

 

435,134

(1)

 

 

 

VHCP Co-Investment Holdings II, LLC

 

435,134

(1)

 

 

 

VHCP Management, LLC

 

435,134

(1)

 

 

 

VHCP Management II, LLC

 

435,134

(1)

 

 

 

Venrock Associates VI, L.P.

 

665,806

(2)

 

 

 

Venrock Partners VI, L.P.

 

665,806

(2)

 

 

 

Venrock Management VI, LLC

 

665,806

(2)

 

 

 

Venrock Partners Management VI, LLC

 

665,806

(2)

 


(1)

These shares are owned directly as follows: 258,262 shares of common stock are owned by VHCP I, 47,243 shares of common stock are owned by VHCP Co-Invest I, 109,006 shares of common stock are owned by VHCP II and 20,623 shares are owned by VHCP Co-Invest II. VHCP Management is the general partner of VHCP I and the manager of VHCP Co-Invest I. VHCP Management II is the general partner of VHCP II and the manager of VHCP Co-Invest II. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock VI Entities.

(2)

These shares are owned directly as follows: 617,336 shares of common stock are owned by VA VI and 48,470 shares of common stock are owned by VP VI. VM VI is the general partner of VA VI and VPM VI is the general partner of VP VI. The Venrock VI Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

 

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   x.

 

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 a Group

Not Applicable

 

14



 

Item 10.

Certification

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.

 

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: February 14, 2017

 

 

Venrock Healthcare Capital Partners, L.P.

 

 

 

By: VHCP Management, LLC

 

Its: General Partner

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

 

 

 

VHCP Co-Investment Holdings, LLC

 

 

 

By: VHCP Management, LLC

 

Its: Manager

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

 

 

 

VHCP Management, LLC

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

 

 

 

Venrock Healthcare Capital Partners II, L.P.

 

 

 

By: VHCP Management II, LLC

 

Its: General Partner

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

 

 

 

VHCP Co-Investment Holdings II, LLC

 

 

 

By: VHCP Management II, LLC

 

Its: Manager

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

15



 

 

VHCP Management II, LLC

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

 

 

 

Venrock Associates VI, L.P.

 

 

 

By: Venrock Management VI, LLC

 

Its: General Partner

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

 

 

 

Venrock Partners VI, L.P.

 

 

 

By: Venrock Partners Management VI, LLC

 

Its: General Partner

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

 

 

 

Venrock Management VI, LLC

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

 

 

 

Venrock Partners Management VI, LLC

 

 

 

 

By:

/s/ David L. Stepp

 

 

David L. Stepp

 

 

Authorized Signatory

 

16



 

EXHIBITS

 

A:

Joint Filing Agreement (Incorporated by reference to Exhibit A to Schedule 13G filed on February 13, 2015)

 

17