Page 7 of 9 – SEC Filing
Item 5. Interest in Securities of the
Issuer.
Item 5 of this Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 2 are incorporated
herein by reference. Set forth below is the aggregate number and percentage of shares of Common Stock directly held., Such percentage
figures were calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Holder Number of Shares
of Common Stock
we own or have the
right to acquire
within 60 days Percent of
Class
Outstanding 667, L.P. 1,545,554 2.1 % Baker Brothers Life Sciences, L.P. 9,412,557 12.8 % Total 10,958,111 14.9 %
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities of the Issuer held by each of the
Funds, and this Amendment No. 2 shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities
for purposes of Section 13(d) or for any other purpose, except to the extent that any such Reporting Persons actually exercises
voting or dispositive power with respect to such securities.
Pursuant to management agreements, as amended, among the Adviser,
the Funds, and their respective general partners, the Adviser has complete and unlimited discretion and authority with respect
to the Funds’ investments and voting power over investments.
Julian C. Baker and Felix J. Baker each directly hold and beneficially
own 23,459 shares of Common Stock of the Issuer received as part of a pro-rata distribution from 14159, L.P. for no consideration
on January 28, 2015.
Dr. Stephen R. Biggar, an employee of the Adviser, is a former
Director of the Issuer. In connection with his previous service on the Board of Directors of the Issuer (the
“Board”), Dr. Biggar holds options to purchase 75,000 shares of Common Stock (“Stock Options”) and
5,833 shares of Common Stock received from the exercise of options to purchase Common Stock of the Issuer. Mr. Biggar
previously served on the Board as a representative of the Funds. The policy of the Funds and the Adviser does not permit
employees of the Adviser to receive compensation for serving as a Director of the Issuer. Therefore, Mr. Biggar has no
pecuniary interest in any Stock Options or shares of Common Stock directly held by him. The Funds are instead entitled to the
pecuniary interest in any Stock Options and shares of Common Stock received as director compensation.
(c) The following transactions in the Issuer’s Common Stock were effected by the Funds noted below
during the 60 days preceding the filing of this statement using working capital of the applicable purchasing Fund. All sale transactions
were effected in the open market directly with a broker-dealer. Except as disclosed herein, none of the Reporting Persons or their
affiliates has effected any other transactions in securities of the Issuer during the past 60 days.
Item 5. Interest in Securities of the
Issuer.
Item 5 of this Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 2 are incorporated
herein by reference. Set forth below is the aggregate number and percentage of shares of Common Stock directly held., Such percentage
figures were calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
| Holder | Number of Shares of Common Stock we own or have the right to acquire within 60 days | Percent of Class Outstanding | ||||||
| 667, L.P. | 1,545,554 | 2.1 | % | |||||
| Baker Brothers Life Sciences, L.P. | 9,412,557 | 12.8 | % | |||||
| Total | 10,958,111 | 14.9 | % | |||||
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities of the Issuer held by each of the
Funds, and this Amendment No. 2 shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities
for purposes of Section 13(d) or for any other purpose, except to the extent that any such Reporting Persons actually exercises
voting or dispositive power with respect to such securities.
Pursuant to management agreements, as amended, among the Adviser,
the Funds, and their respective general partners, the Adviser has complete and unlimited discretion and authority with respect
to the Funds’ investments and voting power over investments.
Julian C. Baker and Felix J. Baker each directly hold and beneficially
own 23,459 shares of Common Stock of the Issuer received as part of a pro-rata distribution from 14159, L.P. for no consideration
on January 28, 2015.
Dr. Stephen R. Biggar, an employee of the Adviser, is a former
Director of the Issuer. In connection with his previous service on the Board of Directors of the Issuer (the
“Board”), Dr. Biggar holds options to purchase 75,000 shares of Common Stock (“Stock Options”) and
5,833 shares of Common Stock received from the exercise of options to purchase Common Stock of the Issuer. Mr. Biggar
previously served on the Board as a representative of the Funds. The policy of the Funds and the Adviser does not permit
employees of the Adviser to receive compensation for serving as a Director of the Issuer. Therefore, Mr. Biggar has no
pecuniary interest in any Stock Options or shares of Common Stock directly held by him. The Funds are instead entitled to the
pecuniary interest in any Stock Options and shares of Common Stock received as director compensation.
(c) The following transactions in the Issuer’s Common Stock were effected by the Funds noted below
during the 60 days preceding the filing of this statement using working capital of the applicable purchasing Fund. All sale transactions
were effected in the open market directly with a broker-dealer. Except as disclosed herein, none of the Reporting Persons or their
affiliates has effected any other transactions in securities of the Issuer during the past 60 days.
