Akebia Therapeutics, Inc. (NASDAQ:AKBA) is the subject of a new 13D filing issued by Kearny Venture Partners LP, which reveals the most up-to-date ownership information of the investment firm in the stock, which you can see in the table below. 13D filings indicate an activist position, which means that the filer may make efforts to engage the company’s management and/or board of directors and make recommendations as to ways to improve the company’s operations and enhance the stock’s value to shareholders. Any such transmissions are often disclosed in 13D filings and may be found in the embedded filing below.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| . Kearny Venture Partners, L.P. ( KVP )2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) x | 1,560,309 | 4.0% | ||||
| . Kearny Venture Partners Entrepreneurs Fund, L.P. ( KVPE )2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) x | 0.1% | |||||
| . Thomas Weisel Healthcare Venture Partners, L.P. ( TWHVP )2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) x | 0.0% | |||||
| . Kearny Venture Associates, L.L.C. ( KVA )2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) x | 4.1% | |||||
| . Caley Castelein ( Castelein )2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) x | 4.2% | |||||
| . Richard Spalding ( Spalding )2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) x | 4.1% | |||||
| . James Shapiro ( Shapiro )2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) x | 4.1% |
Page 1 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 1 of 10 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 1)*
Akebia Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00972D105
(CUSIP Number)
Andrew Jensen
Kearny Venture Partners
One Maritime Plaza, Suite 1975
San Francisco, CA 94111
(415) 875-7777
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
Sean Caplice
c/o Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
1200 Seaport Blvd., Redwood City, CA 94063
(650) 463-5254
January 8, 2016
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom
copies are to be sent.
*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 disclosures provided in a prior cover page.
This 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 (“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).
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Page 2 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Kearny Venture Partners, L.P. (“KVP”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,529,120 shares, except that Kearny Venture Associates, L.L.C. |
| 8 | SHARED VOTING POWER See response to row 7. | |
| 9 | SOLE DISPOSITIVE POWER 1,529,120 shares, except that KVA, the general partner of KVP, | |
| 10 | SHARED DISPOSITIVE POWER See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,529,120 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 4.0% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) | PN |
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Page 3 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Kearny Venture Partners Entrepreneurs’ Fund, L.P. (“KVPE”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 31,189 shares, except that KVA, the general partner of KVPE, may be deemed to have sole voting power, |
| 8 | SHARED VOTING POWER See response to row 7. | |
| 9 | SOLE DISPOSITIVE POWER 31,189 shares, except that KVA, the general partner of KVPE, may be deemed to have sole dispositive power, | |
| 10 | SHARED DISPOSITIVE POWER See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 31,189 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.1% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) | PN |
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Page 4 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Thomas Weisel Healthcare Venture Partners, L.P. (“TWHVP”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
| 8 | SHARED VOTING POWER -0- | |
| 9 | SOLE DISPOSITIVE POWER -0- | |
| 10 | SHARED DISPOSITIVE POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | -0- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) | PN |
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Page 5 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 5 of 10 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Kearny Venture Associates, L.L.C. (“KVA”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,560,309 shares, of which 1,529,120 are owned directly by KVP and 31,189 are owned directly by KVPE. |
| 8 | SHARED VOTING POWER See response to row 7. | |
| 9 | SOLE DISPOSITIVE POWER 1,560,309 shares, of which 1,529,120 are owned directly by KVP and 31,189 are owned directly by KVPE. | |
| 10 | SHARED DISPOSITIVE POWER See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,560,309 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 4.1% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) | OO |
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Page 6 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 6 of 10 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Caley Castelein (“Castelein”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | U.S. citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 30,000 shares. |
| 8 | SHARED VOTING POWER 1,560,309 shares, of which 1,529,120 are owned directly by KVP and 31,189 are owned directly by KVPE. | |
| 9 | SOLE DISPOSITIVE POWER 30,000 shares | |
| 10 | SHARED DISPOSITIVE POWER 1,560,309 shares, of which 1,529,120 are owned directly by KVP and 31,189 are owned directly by KVPE. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,590,309 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 4.2% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) | IN |
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Page 7 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 7 of 10 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Richard Spalding (“Spalding”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | U.S. citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
| 8 | SHARED VOTING POWER 1,560,309 shares, of which 1,529,120 are owned directly by KVP and 31,189 are owned directly by KVPE. | |
| 9 | SOLE DISPOSITIVE POWER -0- | |
| 10 | SHARED DISPOSITIVE POWER 1,560,309 shares, of which 1,529,120 are owned directly by KVP and 31,189 are owned directly by KVPE. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,560,309 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 4.1% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) | IN |
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Page 8 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 8 of 10 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). James Shapiro (“Shapiro”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | U.S. citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
| 8 | SHARED VOTING POWER 1,560,309 shares, of which 1,529,120 are owned directly by KVP and 31,189 are owned directly by KVPE. | |
| 9 | SOLE DISPOSITIVE POWER -0- | |
| 10 | SHARED DISPOSITIVE POWER 1,560,309 shares, of which 1,529,120 are owned directly by KVP and 31,189 are owned directly by KVPE. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,560,309 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 4.1% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) | IN |
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Page 9 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 9 of 10 |
Statement on Schedule 13D
This Amendment No. 1 supplements and amends
the Schedule 13D that was originally filed on March 28, 2014 (the “Original Schedule 13D”), and is being filed to report
the distribution by certain Reporting Persons of the common stock, par value $0.00001 per share (“Common Stock”), of
Akebia Therapeutics, Inc., a Delaware corporation (“Issuer”), and the purchase by certain Reporting Persons of the
Issuer’s Common Stock.
Only those items that are hereby reported
are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item
shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No.
1 have the meanings ascribed to them in the Original Schedule 13D.
This is the final amendment to the Original
Schedule 13D, and an exit filing for the Reporting Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
Item 3 of the Original
Schedule 13D is hereby amended by adding the following to the end thereof:
On January 8, Castelein
acquired 30,000 shares of the Issuer’s Common Stock in a series of open market transactions for a weighted average price
of $8.71 per share, or $261,324 in the aggregate. Castelein undertakes to provide to the Issuer, any security holder of the Issuer,
or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased
at each separate price within the range set forth above.
On January 12, 2016,
in connection with a secondary sale of the Issuer’s Common Stock to the public, each of KVP and KVPE acquired from the Issuer
an aggregate of 444,444 shares of the Issuer’s Common Stock for a purchase price of $9.00 per share, or an aggregate of $4,000,000.
The source of the funds
for all purchases by the Reporting Persons was from working capital.
ITEM 5. INTEREST IN SECURITIES
OF THE ISSUER.
Items 5(a) and 5(b)
of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(a,b) Regarding
aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership,
see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each
Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power
to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row
10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon
37,881,738 shares of Common Stock outstanding as of January 12, 2016.
Item 5(c) of the Original
Schedule 13D is hereby amended and restated in its entirety as follows:
(c) In addition
to the purchases set forth in Item 3 above, the Reporting Persons effected the following transaction in the Issuer’s Common
Stock during the past 60 days:
On January 8, 2016,
TWHVP distributed an aggregate of 444,704 shares of the Issuer’s Common Stock to its respective partners, members and assignees
in a pro-rata, in-kind distribution.
Item 5(e) of the Original
Schedule 13D is hereby amended and restated in its entirety as follows:
(e) The Reporting
Persons ceased to be beneficial owners of 5% of more of the Issuer’s Common Stock on January 12, 2016.
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Page 10 of 10 SEC Filing
| CUSIP NO. 00972D105 | 13D/A | Page 10 of 10 |
SIGNATURES
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: January 19, 2016 | KEARNY VENTURE PARTNERS, L.P. | |
| KEARNY VENTURE PARTNERS ENTREPRENEURS’ FUND, L.P. | ||
| By: | Kearny Venture Associates, L.L.C., | |
| Its General Partner | ||
| By: | /s/ James Shapiro | |
| James Shapiro | ||
| Managing Member | ||
| THOMAS WEISEL HEALTHCARE VENTURE PARTNERS, L.P. | ||
| By: | Thomas Weisel Healthcare Venture Partners LLC | |
| Its General Partner | ||
| By: | Thomas Weisel Capital Management LLC | |
| Its Managing Member | ||
| By: | /s/ Michael C. Chien | |
| Michael C. Chien | ||
| CALEY CASTELEIN | ||
| By: | /s/ Caley Castelein | |
| Caley Castelein | ||
| RICHARD SPALDING | ||
| By: | /s/ Richard Spalding | |
| Richard Spalding | ||
| JAMES SHAPIRO | ||
| By: | /s/ James Shapiro | |
| James Shapiro | ||
