Filing Details

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _____1______)*

 

Optinose, Inc.

(Name of Issuer) 

 

Common Stock, par value $0.001

(Title of Class of Securities) 

 

68404V100

(CUSIP Number) 

 

December 31, 2019

(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)

 

xRule 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 disclosures provided in a prior cover page.

 

The 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).

 

(Continued on following pages)

 

 

Page 1 of 9

 

Exhibit Index on Page 9

 

 

CUSIP # 68404VIOO

Page 2 of 9

 

1	NAME OF REPORTING PERSONS	Foresite Capital Fund IV, L.P. (“FCF IV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a)       ¨      (b)     x
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 870,766 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM IV, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 870,766 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	870,766
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2%
12	TYPE OF REPORTING PERSON	PN

 

 

 

CUSIP # 68404V IOO

Page 3 of 9

 

1	NAME OF REPORTING PERSONS Foresite Capital Management IV, LLC (“FCM IV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a)      ¨      (b)      x
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 870,766 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 870,766 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	870,766
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2%
12	TYPE OF REPORTING PERSON	OO

 

 

CUSIP # 684O4V1OO

Page 4 of 9

 

1	NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)      ¨      (b)     x
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 870,766 shares, all of which are directly owned by FCF IV.  Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 870,766 shares, all of which are directly owned by FCF IV.  Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	870,766
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2%
12	TYPE OF REPORTING PERSON	IN

 

 

CUSIP # 684O4VIOO

Page 5 of 9

 

ITEM 1(A).

NAME OF ISSUER

Optinose, Inc. (the “Issuer”)

 

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 1020 Stony Hill Road, Suite 300 Yardley, PA 19067

 

ITEM 2(A).

NAME OF PERSONS FILING This Schedule is filed by Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

c/o Foresite Capital Management

600 Montgomery Street, Suite 4500
San Francisco, CA 94111

ITEM 2(C).

CITIZENSHIP See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).

TITLE OF CLASS OF SECURITIES Common Stock, par value $0.001

 

ITEM 2(D)

CUSIP NUMBER 68404V100

 

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.

 

ITEM 4.

OWNERSHIP

 

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2019:

 

 

CUSIP # 68404VIOO

Page 6 of 9

 

(a)

Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

 

(ii)

Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

 

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 5 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 Not applicable

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable

 

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.

 

 

CUSIP # 68404VIOO

Page 7 of 9

 

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: February 13, 2020

 

	FORESITE CAPITAL FUND IV, L.P.
	By:	FORESITE CAPITAL MANAGEMENT IV, LLC
	Its:	General Partner
	By:	/s/ James Tananbaum
	Name:	James Tananbaum
	Title:	Managing Member

 

	FORESITE CAPITAL MANAGEMENT IV, LLC
	By:	/s/ James Tananbaum
	Name:	James Tananbaum
	Title:	Managing Member
	JAMES TANANBAUM
	By:	/s/ James Tananbaum
	Name:	James Tananbaum

 

 

CUSIP # 68404VIOO

Page 8 of 9

 

EXHIBIT INDEX

 

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A:  Agreement of Joint Filing	10

 

 

CUSIP # 68404VIOO

Page 9 of 9

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.