Filing Details
- Accession Number:
- 0001193125-19-034380
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-11 19:42:00
- Filed By:
- Mpm Bioventures Iv Qp Lp
- Company:
- Chiasma Inc (NASDAQ:CHMA)
- Filing Date:
- 2019-02-12
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MPM BioVentures IV-QP | 5,216,482 | 0 | 5,216,482 | 0 | 5,216,482 | 20.4% |
| MPM BioVentures IV GmbH Co. Beteiligungs KG | 200,973 | 0 | 200,973 | 0 | 200,973 | 0.8% |
| MPM Asset Management Investors BV4 | 148,332 | 0 | 148,332 | 0 | 148,332 | 0.6% |
| MPM Bio IV NVS Strategic Fund | 1,552,960 | 0 | 1,552,960 | 0 | 1,552,960 | 6.3% |
| MPM BioVentures IV GP | 0 | 6,970,415 | 0 | 6,970,415 | 6,970,415 | 27.0% |
| MPM BioVentures IV | 0 | 6,790,415 | 0 | 6,790,415 | 6,790,415 | 27.0% |
| Luke Evnin | 0 | 7,118,747 | 0 | 7,118,747 | 7,118,747 | 27.6% |
| Ansbert Gadicke | 0 | 7,118,747 | 0 | 7,118,747 | 7,118,747 | 27.6% |
| Todd Foley | 23,000 | 7,118,747 | 23,000 | 7,118,747 | 7,141,747 | 27.6% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Chiasma, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
16706W 10 2
(CUSIP Number)
December 31, 2018
(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 persons 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).
Page 1 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
MPM BioVentures IV-QP, 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
5,216,482* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
5,216,482* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,216,482* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
20.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Includes 1,196,908 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 2 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
MPM BioVentures IV GmbH & Co. Beteiligungs KG | |||||
| 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
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
200,973* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
200,973* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
200,973* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Includes 46,112 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 3 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
MPM Asset Management Investors BV4 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
148,332* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
148,332* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
148,332* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Includes 34,033 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 4 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
MPM Bio IV NVS Strategic 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
Bermuda | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
1,552,960* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,552,960* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,552,960* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Includes 105,398 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 5 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
MPM BioVentures IV 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
6,970,415* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
6,970,415* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,970,415* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
27.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV-QP, L.P. (BV IV QP), 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV GmbH & Co. Beteiligungs KG (BV KG) and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by MPM Bio IV NVS Strategic Fund, L.P. (BV SF). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP, BV KG and BV SF. |
Page 6 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
MPM BioVentures IV 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
6,790,415* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
6,790,415* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,790,415* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
27.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP, BV KG and BV SF. |
Page 7 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
Luke Evnin | |||||
| 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
7,118,747* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,118,747* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,118,747* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
27.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV4 LLC (AM BV4). MPM BioVentures IV GP LLC (MPM IV GP) and MPM BioVentures IV LLC (MPM IV LLC) are the direct and indirect general partners of BV IV QP, BV KG and BV SF. The Reporting Person is a member of MPM IV LLC. |
Page 8 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
Ansbert Gadicke | |||||
| 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
7,118,747* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,118,747* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,118,747* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
27.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF. The Reporting Person is a member of MPM IV LLC. |
Page 9 of 15
| CUSIP No. 16706W 10 2 |
| 1. | Name of Reporting Persons
Todd Foley | |||||
| 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
23,000* | ||||
| 6. | Shared Voting Power
7,118,747** | |||||
| 7. | Sole Dispositive Power
23,000* | |||||
| 8. | Shared Dispositive Power
7,118,747** | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,141,747* ** | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
27.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Includes 23,000 shares of Common Stock issuable pursuant to options which are exercisable within 60 days of December 31, 2018. |
| ** | Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF. The Reporting Person is a member of MPM IV LLC. |
Page 10 of 15
Item 1.
| (a) | Name of Issuer |
Chiasma, Inc.
| (b) | Address of Issuers Principal Executive Offices |
460 Totten Pond Road, Suite 530
Waltham MA 02451
Item 2.
| (a) | Name of Person Filing |
MPM BioVentures IV-QP, L.P.
MPM BioVentures IV GmbH & Co. Beteiligungs KG
MPM Asset Management Investors BV4 LLC
MPM Bio IV NVS Strategic Fund, L.P.
MPM BioVentures IV GP LLC
MPM BioVentures IV LLC
Luke Evnin
Ansbert Gadicke
Todd Foley
| (b) | Address of Principal Business Office or, if none, Residence |
c/o MPM Capital LLC
450 Kendall Street
Cambridge, MA 02142
| (c) | Citizenship |
All entities were organized in Delaware except MPM BioVentures IV GmbH & Co. Beteiligungs KG, which was organized in Germany and MPM Bio IV NVS Strategic Fund, L.P., which was organized in Bermuda. The individuals are all United States citizens.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
16706W 10 2
| 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
Page 11 of 15
| Item 4. | Ownership |
| MPM Entity | Shares Held Directly | Shares Issuable Upon Exercise of Warrants Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class | ||||||||||||||||||||||||
| BV IV QP | 4,019,574 | 1,196,908 | 5,216,482 | 0 | 5,216,482 | 0 | 5,216,482 | 20.4 | % | |||||||||||||||||||||||
| BV KG | 154,861 | 46,112 | 200,973 | 0 | 200,973 | 0 | 200,973 | 0.8 | % | |||||||||||||||||||||||
| BV SF | 1,447,562 | 105,398 | 1,552,960 | 0 | 1,552,960 | 0 | 1,552,960 | 6.3 | % | |||||||||||||||||||||||
| AM BV4 | 114,299 | 34,033 | 148,332 | 0 | 148,332 | 0 | 148,332 | 0.6 | % | |||||||||||||||||||||||
| BV IV GP(1) | 0 | 0 | 0 | 6,970,415 | 0 | 6,970,415 | 6,970,415 | 27.0 | % | |||||||||||||||||||||||
| BV IV LLC(2) | 0 | 0 | 0 | 6,970,415 | 0 | 6,970,415 | 6,970,415 | 27.0 | % | |||||||||||||||||||||||
| Luke Evnin(3) | 0 | 0 | 0 | 7,118,747 | 0 | 7,118,747 | 7,118,747 | 27.6 | % | |||||||||||||||||||||||
| Ansbert Gadicke(3) | 0 | 0 | 0 | 7,118,747 | 0 | 7,118,747 | 7,118,747 | 27.6 | % | |||||||||||||||||||||||
| Todd Foley(3)(4) | 23,000 | 0 | 23,000 | 7,118,747 | 0 | 7,118,747 | 7,141,747 | 27.6 | % | |||||||||||||||||||||||
| (1) | Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP, BV KG and BV SF. |
| (2) | Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP, BV KG and BV SF. |
| (3) | Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF. The Reporting Person is a member of MPM IV LLC. |
| (4) | Includes 23,000 shares of Common Stock issuable pursuant to options which are exercisable within 60 days of December 31, 2018. |
| 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 or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
Page 12 of 15
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 13 of 15
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 11, 2019
| MPM BIOVENTURES IV-QP, L.P. | MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG | |||||||
| By: | MPM BioVentures IV GP LLC, | By: | MPM BioVentures IV GP LLC, | |||||
| its General Partner | in its capacity as the Managing Limited Partner | |||||||
| By: | MPM BioVentures IV LLC, | By: | MPM BioVentures IV LLC, | |||||
| its Managing Member | its Managing Member | |||||||
| By: | /s/ Luke Evnin | By: | /s/ Luke Evnin | |||||
| Name: Luke Evnin | Name: Luke Evnin | |||||||
| Title: Member | Title: Member | |||||||
| MPM ASSET MANAGEMENT INVESTORS BV4 LLC | MPM BIO IV NVS STRATEGIC FUND, L.P. | |||||||
| By: | /s/ Howard Rubin | By: | MPM BioVentures IV GP LLC, | |||||
| Name: Howard Rubin Title: Director | its General Partner | |||||||
| By: | MPM BioVentures IV LLC, | |||||||
| its Managing Member | ||||||||
| By: | /s/ Luke Evnin | |||||||
| Name: Luke Evnin | ||||||||
| Title: Member | ||||||||
| MPM BIOVENTURES IV GP LLC | MPM BIOVENTURES IV LLC | |||||||
| By: | MPM BioVentures IV LLC, | By: | /s/ Luke Evnin | |||||
| its Managing Member | Name: | Luke Evnin | ||||||
| Title: | Member | |||||||
| By: | /s/ Luke Evnin | |||||||
| Name:Luke Evnin | ||||||||
| Title:Member | ||||||||
| By: | /s/ Luke Evnin | By: | /s/ Ansbert Gadicke | |||||
| Name: Luke Evnin | Name: Ansbert Gadicke | |||||||
| By: | /s/ Todd Foley | |||||||
| Name: Todd Foley | ||||||||
EXHIBITS
| A: | Joint Filing Agreement |
Page 14 of 15