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Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Coherus BioSciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(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:

☐ 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 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. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). HealthCare Royalty Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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 1,677,701
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,677,701
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,677,701
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6%
12	TYPE OF REPORTING PERSON (See Instructions) PN

Page 2 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). HealthCare Royalty GP III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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 1,677,701
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,677,701
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,677,701
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6%
12	TYPE OF REPORTING PERSON (See Instructions) OO

Page 3 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). HCRP Overflow Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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 1,118,468
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,118,468
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,118,468
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.4%
12	TYPE OF REPORTING PERSON (See Instructions) PN

Page 4 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). HCRP Overflow GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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 1,118,468
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,118,468
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,118,468
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.4%
12	TYPE OF REPORTING PERSON (See Instructions) OO

Page 5 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). MOLAG Healthcare Royalty, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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 559,234
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 559,234
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 559,234
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
12	TYPE OF REPORTING PERSON (See Instructions) OO

Page 6 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). HCRP MGS Account Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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 559,234
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 559,234
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 559,234
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
12	TYPE OF REPORTING PERSON (See Instructions) IA

Page 7 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Vanderbilt Account Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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 559,234
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 559,234
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 559,234
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
12	TYPE OF REPORTING PERSON (See Instructions) OO

Page 8 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Healthcare Royalty Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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 2,796,169
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,796,169
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,796,169
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
12	TYPE OF REPORTING PERSON (See Instructions) IA

Page 9 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Clarke B. Futch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,355,402
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,355,402
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,355,402
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%
12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 10 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Paul J. Hadden
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,796,169
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,796,169
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,796,169
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 11 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Matthew Q. Reber
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,796,169
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,796,169
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,796,169
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 12 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Christopher A. White
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,796,169
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,796,169
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,796,169
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 13 of 21


CUSIP No. 19249H103


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Michael G. Carter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,796,169
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,796,169
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,796,169
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 14 of 21


CUSIP No. 19249H103


Item 1.	(a)	Name of Issuer

		Coherus BioSciences, Inc.

	(b)	Address of Issuer’s Principal Executive Offices

		333 Twin Dolphin Drive
		Suite 600
		Redwood City, CA 94065

Item 2.	(a)	Name of Person Filing

		This Amendment No. 1 to Schedule 13G is being filed on behalf of the following:
		HealthCare Royalty Partners III, L.P.
		HealthCare Royalty GP III, LLC
		HCRP Overflow Fund, L.P.
		HCRP Overflow GP, LLC
		MOLAG Healthcare Royalty, LLC
		HCRP MGS Account Management, LLC
		Vanderbilt Account Management GP, LLC
		HealthCare Royalty Management, LLC
		Clarke B. Futch
		Paul J. Hadden
		Matthew Q. Reber
		Christopher A. White
		Michael G. Carter

	(b)	Address of Principal Business Office, or if none, Residence:

		The address of the principal business office of the reporting persons is:
		300 Atlantic Street, Suite 600
		Stamford, CT 06901

	(c)	Citizenship:

		The place of organization of HealthCare Royalty Partners III, L.P., HealthCare Royalty GP III, LLC, HCRP Overflow Fund, L.P., HCRP Overflow GP, LLC, MOLAG Healthcare Royalty, LLC, HCRP MGS Account Management, LLC Vanderbilt Account Management GP, LLC and HealthCare Royalty Management, LLC is Delaware. Messrs. Futch, Hadden, Reber and White are each citizens of the United States, and Mr. Carter is a citizen of the United Kingdom.

	(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 Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

		Not Applicable

Page 15 of 21


CUSIP No. 19249H103

Item 4.

Ownership.


Reporting Person	(a) Amount beneficially owned:		(b) Percent of class(1):			(c)(i) Sole power to vote or direct the vote:		(c)(ii) Shared power to vote or to direct the vote		(c)(iii) Sole power to dispose or to direct the disposition of:		(c)(iv) Shared power to dispose or direct the disposition of:
HealthCare Royalty Partners III, L.P.		1,677,701		3.6	%		0		1,677,701		0		1,677,701
HealthCare Royalty GP III, LLC(2)		1,677,701		3.6	%		0		1,677,701		0		1,677,701
HCRP Overflow Fund, L.P.		1,118,468		2.4	%		0		1,118,468		0		1,118,468
HCRP Overflow GP, LLC(3)		1,118,468		2.4	%		0		1,118,468		0		1,118,468
MOLAG Healthcare Royalty, LLC		559,234		1.2	%		0		559,234		0		559,234
HCRP MGS Account Management, LLC(4)		559,234		1.2	%		0		559,234		0		559,234
Vanderbilt Account Management GP, LLC(5)		559,234		1.2	%		0		559,234		0		559,234
HealthCare Royalty Management, LLC(6)		2,796,169		5.9	%		0		2,796,169		0		2,796,169
Clarke B. Futch(7)(8)		3,355,403		7.1	%		0		3,355,403		0		3,335,403
Paul J. Hadden(7)		2,796,169		5.9	%		0		2,796,169		0		2,796,169
Matthew Q. Reber(7)		2,796,169		5.9	%		0		2,796,169		0		2,796,169
Christopher A. White(7)		2,796,169		5.9	%		0		2,796,169		0		2,796,169
Michael G. Carter(7)		2,796,169		5.9	%		0		2,796,169		0		2,796,169

(1)

Based upon 43,652,743 shares of Common Stock outstanding as of October 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016, plus 3,355,403 shares of Issuer’s common stock that are subject to the Notes that are convertible at any time at the option of the Holders (as defined below).

(2)	In its capacity as general partner of HealthCare Royalty Partners III, L.P.

(3)	In its capacity as general partner of HCRP Overflow Fund, L.P.

(4)	In its capacity as investment manager of MOLAG Healthcare Royalty, LLC

(5)	In its capacity as the managing member of HCRP MGS Account Management, LLC

(6)	In its capacity as investment manager of each of HealthCare Royalty GP II, LLC and HCRP Overflow GP, LLC.

(7)	In his capacity as a member of the investment committee that, through HealthCare Royalty Management, LLC, is responsible for the voting and investment decisions relating to the shares beneficially owned by the HCRP Holders (as defined below).

(8)	In his capacity as the sole member of the operating committee that, through Vanderbilt Account Management GP, LLC, is responsible for the voting and investment committee decisions relating to the shares beneficially owned by MOLAG Healthcare (as defined below).

All of the shares of Common Stock beneficially owned or that may be deemed to be beneficially owned by the reporting persons are issuable upon conversion of the Issuer’s 8.2% Senior

Page 16 of 21


CUSIP No. 19249H103

Convertible Notes due 2022 (the “Notes”). The Notes are held by HealthCare Royalty Partners III, L.P. (“HCRP III”), HCRP Overflow Fund, L.P. (“HCRP Overflow”, and together with HCRP III, the “HCRP Holders”) and MOLAG Healthcare Royalty, LLC (“MOLAG Healthcare”, and together with the HCRP Holders, the “Holders”). Each Holder may convert the Notes at the Holder’s option on any day prior to the close of business on the business day immediately preceding March 31, 2022 into shares of Common Stock at an initial conversion rate of 44.7387 shares of Common Stock (plus cash in lieu of any fractional shares) per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $22.35 per share and is subject to adjustment in certain events described in the Convertible Note Purchase Agreement, dated as of February 29, 2016, by and among HCRP III, the Issuer, the guarantors named therein and the investors named therein.

HealthCare Royalty GP III, LLC is the general partner of HCRP III and therefore may be deemed to beneficially own the shares beneficially owned by HCRP III. HCRP Overflow GP, LLC is the general partner of HCRP Overflow and therefore may be deemed to beneficially own the shares beneficially owned by HCRP Overflow. HealthCare Royalty Management, LLC is the investment manager of each of HealthCare Royalty GP II, LLC and HCRP Overflow GP, LLC and therefore may be deemed to beneficially own the shares beneficially owned by the HCRP Holders. Clarke B. Futch, Paul J. Hadden, Matthew Q. Reber, Christopher A. White and Michael G. Carter comprise the investment committee that, through HealthCare Royalty Management, LLC, is responsible for the voting and investment decisions relating to the shares beneficially owned by the HCRP Holders. HCRP MGS Account Management, LLC is the investment manager of MOLAG Healthcare and therefore may be deemed to beneficially own the shares held by MOLAG Healthcare. Vanderbilt Account Management GP, LLC is managing member of HCRP MGS Account Management, LLC and therefore may be deemed to beneficially own the shares beneficially owned by MOLAG Healthcare. Clarke B. Futch comprises the operating committee that, through Vanderbilt Account Management GP, LLC, is responsible for the voting and investment committee decisions relating to the shares beneficially owned by MOLAG Healthcare. The HCRP Holders and MOLAG Healthcare may be deemed to be a group as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, and each member of such group may be deemed to beneficially own the ordinary shares beneficially owned by other members constituting such group. Each of Messrs. Futch, Hadden, Reber, White and Carter disclaims beneficial ownership of all shares of common stock of the Issuer included in this report. The filing of this Amendment No. 1 to Schedule 13G should not be deemed an admission that any of Messrs. Futch, Hadden, Reber, White and Carter is the beneficial owner of such shares for any purpose.

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.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Page 17 of 21


CUSIP No. 19249H103

Item 9.

Notice of Dissolution of Group.

Not applicable.

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, other than activities solely in connection with a nomination under §240.14a-11.

Page 18 of 21


CUSIP No. 19249H103

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 14, 2017


HEALTHCARE ROYALTY PARTNERS III, L.P.

By:		HealthCare Royalty GP III, LLC, its general partner

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HEALTHCARE ROYALTY GP III, LLC, as general partner of HealthCare Royalty Partners III, L.P.

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HCRP OVERFLOW FUND, L.P.

By:		HCRP Overflow GP, LLC, its general partner

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HCRP OVERFLOW GP, LLC, as general partner of HCRP Overflow Fund, L.P.

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

MOLAG HEALTHCARE ROYALTY, LLC.

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HCRP MGS ACCOUNT MANAGEMENT, LLC, as investment management of Molag Healthcare Royalty, LLC

By:		Vanderbilt Account Management GP, LLC, its managing member

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

Page 19 of 21


CUSIP No. 19249H103


VANDERBILT ACCOUNT MANAGEMENT GP, LLC

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HEALTHCARE ROYALTY MANAGEMENT, LLC, as investment manager of HealthCare Royalty GP III, LLC and HCRP Overflow GP, LLC

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

/s/ Clarke B. Futch
Name:		Clarke B. Futch
Title:		Managing Partner, HealthCare Royalty
		Management, LLC

/s/ Paul J. Hadden
Name:		Paul J. Hadden
Title:		Managing Director, HealthCare Royalty
		Management, LLC

/s/ Matthew Q. Reber
Name:		Matthew Q. Reber
Title:		Managing Director, HealthCare Royalty
		Management, LLC

/s/ Christopher A. White
Name:		Christopher A. White
Title:		Chief Operating Officer, HealthCare Royalty
		Management, LLC

/s/ Michael G. Carter
Name:		Michael G. Carter
Title:		Investment Committee Member, HealthCare Royalty Management, LLC

Page 20 of 21


CUSIP No. 19249H103

Exhibit Description

A	Joint Filing Agreement

Page 21 of 21

EX-99.A


CUSIP No. 19249H103

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share of Coherus BioSciences, Inc., and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of February 14, 2017.


HEALTHCARE ROYALTY PARTNERS III, L.P.

By:		HealthCare Royalty GP III, LLC, its general partner

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HEALTHCARE ROYALTY GP III, LLC, as general partner of HealthCare Royalty Partners III, L.P.

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HCRP OVERFLOW FUND, L.P.

By:		HCRP Overflow GP, LLC, its general partner

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HCRP OVERFLOW GP, LLC, as general partner of HCRP Overflow Fund, L.P.

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

MOLAG HEALTHCARE ROYALTY, LLC

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

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CUSIP No. 19249H103


HCRP MGS ACCOUNT MANAGEMENT, LLC, as investment management of MOLAG Healthcare Royalty, LLC

By:		Vanderbilt Account Management GP, LLC, its managing member

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

VANDERBILT ACCOUNT MANAGEMENT GP, LLC

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner

HEALTHCARE ROYALTY MANAGEMENT, LLC, as investment manager of HealthCare Royalty GP III, LLC and HCRP Overflow GP, LLC

By:		/s/ Clarke B. Futch
		Clarke B. Futch
		Managing Partner



/s/ Clarke B. Futch
Name:		Clarke B. Futch
Title:		Managing Partner, HealthCare Royalty
		Management, LLC

/s/ Paul J. Hadden
Name:		Paul J. Hadden
Title:		Managing Director, HealthCare Royalty
		Management, LLC

/s/ Matthew Q. Reber
Name:		Matthew Q. Reber
Title:		Managing Director, HealthCare Royalty
		Management, LLC

/s/ Christopher A. White
Name:		Christopher A. White
Title:		Chief Operating Officer, HealthCare Royalty
		Management, LLC

/s/ Michael G. Carter
Name:		Michael G. Carter
Title:		Investment Committee Member, HealthCare Royalty Management, LLC

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