Filing Details
- Accession Number:
- 0001193125-17-040526
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-13 16:24:16
- Filed By:
- Third Rock Ventures Ii, L.p.
- Company:
- Blueprint Medicines Corp (NASDAQ:BPMC)
- Filing Date:
- 2017-02-13
- 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 |
---|---|---|---|---|---|---|
Third Rock Ventures II | 0 | 5,453,753 | 0 | 5,453,753 | 5,453,753 | 20.0% |
Third Rock Ventures GP II | 0 | 5,453,753 | 0 | 5,453,753 | 5,453,753 | 20.0% |
TRV GP II | 0 | 5,453,753 | 0 | 5,453,753 | 5,453,753 | 20.0% |
Mark Levin | 106,493 | 5,453,753 | 106,493 | 5,453,753 | 5,560,246 | 20.3% |
Kevin P. Starr | 0 | 5,453,753 | 0 | 5,453,753 | 5,453,753 | 20.0% |
Robert I. Tepper | 106,490 | 5,453,753 | 106,490 | 5,453,753 | 5,560,243 | 20.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Blueprint Medicines Corporation
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
09627Y109
(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 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).
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 2 of 12 Pages |
1. | NAMES OF REPORTING PERSONS
Third Rock Ventures II, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
5,453,753 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
5,453,753 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,453,753 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 27,327,192 shares of common stock issued and outstanding as of November 8, 2016, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2016. |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 3 of 12 Pages |
1. | NAMES OF REPORTING PERSONS
Third Rock Ventures GP II, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
5,453,753 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
5,453,753 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,453,753 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 4 of 12 Pages |
1. | NAMES OF REPORTING PERSONS
TRV GP II, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
5,453,753 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
5,453,753 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,453,753 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (1) | |||||
12. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 5 of 12 Pages |
1. | NAMES OF REPORTING PERSONS
Mark Levin | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
106,493 | ||||
6. | SHARED VOTING POWER
5,453,753 | |||||
7. | SOLE DISPOSITIVE POWER
106,493 | |||||
8. | SHARED DISPOSITIVE POWER
5,453,753 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,560,246 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.3% (1) | |||||
12. | TYPE OF REPORTING PERSON
IN |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 6 of 12 Pages |
1. | NAMES OF REPORTING PERSONS
Kevin P. Starr | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
5,453,753 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
5,453,753 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,453,753 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (1) | |||||
12. | TYPE OF REPORTING PERSON
IN |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 7 of 12 Pages |
1. | NAMES OF REPORTING PERSONS
Robert I. Tepper | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
106,490 | ||||
6. | SHARED VOTING POWER
5,453,753 | |||||
7. | SOLE DISPOSITIVE POWER
106,490 | |||||
8. | SHARED DISPOSITIVE POWER
5,453,753 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,560,243 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.3% (1) | |||||
12. | TYPE OF REPORTING PERSON
IN |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 8 of 12 Pages |
Item 1. | Issuer | |||||
(a) | Name of Issuer: | |||||
Blueprint Medicines Corporation (the Issuer) | ||||||
(b) | Address of Issuers Principal Executive Offices: | |||||
38 Sidney St. #200 | ||||||
Cambridge, MA 02139 | ||||||
Item 2. | Filing Person | |||||
(a) (c) | Name of Persons Filing; Address; Citizenship: | |||||
(i) | Third Rock Ventures II, L.P. (TRV II); | |||||
(ii) | Third Rock Ventures GP II, L.P. (TRV GP II), which is the sole general partner of TRV II; | |||||
(iii) | TRV GP II, LLC (TRV GP II LLC), which is the sole general partner of TRV GP II; | |||||
(iv) | Mark Levin (Levin), a managing member of TRV GP II LLC; | |||||
(v) | Kevin P. Starr (Starr), a managing member of TRV GP II LLC; and | |||||
(vi) | Robert I. Tepper (Tepper, and collectively with TRV II, TRV GP II, TRV GP II LLC, Levin and Starr, the Reporting Persons), a managing member of TRV GP II LLC. | |||||
The address of the principal business office of each of the Reporting Persons is Third Rock Ventures, LLC, 29 Newbury Street, 3rd Floor, Boston, MA 02116. | ||||||
Each of TRV II and TRV GP II is a Delaware limited partnership. TRV GP II LLC is a Delaware limited liability company. Levin, Tepper and Starr are United States citizens. | ||||||
(d) | Title of Class of Securities: | |||||
Common stock, $0.001 par value per share, (the Common Stock) | ||||||
(e) | CUSIP Number: | |||||
09627Y109 | ||||||
Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||
(a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||||
(b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||||
(c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||||
(d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
(e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
(f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
(g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
(h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||||
(j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||
(k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 9 of 12 Pages |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||
Item 4. | Ownership. | |||||
(a) and (b) | Amount beneficially owned: | |||||
(i) | TRV II directly owns 5,453,753 shares of Common Stock (the Shares), which represents approximately 20.0% of the outstanding shares of Common Stock. | |||||
(ii) | TRV GP II is the general partner of TRV II and may be deemed to beneficially own the Shares. | |||||
(iii) | TRV GP II LLC is the general partner of TRV GP II and may be deemed to beneficially own the Shares. | |||||
(iv) | As a managing member of TRV GP II LLC, Levin may be deemed to beneficially own the Shares. Additionally, as of December 31, 2016, Levin directly owns 106,493 shares of Common Stock, which represents 0.3% of the outstanding shares of Common Stock. As a result, Levin may be deemed to beneficially own an aggregate of 5,560,246 shares of Common Stock, which represents approximately 20.3% of the outstanding shares of Common Stock. | |||||
(v) | As a managing member of TRV GP II LLC, Tepper may be deemed to beneficially own the Shares. Additionally, as of December 31, 2016, Tepper directly owns 106,490 shares of Common Stock, which represents 0.3% of the outstanding shares of Common Stock. As a result, Tepper may be deemed to beneficially own an aggregate of 5,560,243 shares of Common Stock, which represents approximately 20.3% of the outstanding shares of Common Stock. | |||||
(vi) | As a managing member of TRV GP II LLC, Starr may be deemed to beneficially own the Shares. | |||||
(c) | Number of shares as to which such person has: |
Number of Shares of Common Stock | ||||||||||||||||
Reporting Person | (i) | (ii) | (iii) | (iv) | ||||||||||||
TRV II | 0 | 5,453,753 | 0 | 5,453,753 | ||||||||||||
TRV GP II | 0 | 5,453,753 | 0 | 5,453,753 | ||||||||||||
TRV GP II LLC | 0 | 5,453,753 | 0 | 5,453,753 | ||||||||||||
Levin | 106,493 | 5,453,753 | 106,493 | 5,453,753 | ||||||||||||
Starr | 0 | 5,453,753 | 0 | 5,453,753 | ||||||||||||
Tepper | 106,490 | 5,453,753 | 106,490 | 5,453,753 |
(i) | Sole power to vote or direct the vote |
(ii) | Shared power to vote or to direct the vote |
(iii) | Sole power to dispose or to direct the disposition of |
(iv) | Shared power to dispose or to direct the disposition of |
The percent of class was calculated based on 27,327,192 shares of common stock issued and outstanding as of November 8, 2016, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2016.
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 10 of 12 Pages |
Item 5. | Ownership of Five Percent or Less of a Class. | |
Not applicable. | ||
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. | ||
Item 9. | Notice of Dissolution of Group. | |
Not applicable. | ||
Item 10. | Certification. | |
Not applicable. |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 11 of 12 Pages |
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 13, 2017
THIRD ROCK VENTURES II, L.P. | ||
By: | THIRD ROCK VENTURES GP II, L.P., | |
General Partner | ||
By: | TRV GP II, LLC, | |
General Partner | ||
By: | /s/ Kevin Gillis | |
Kevin Gillis | ||
Chief Financial Officer | ||
THIRD ROCK VENTURES GP II, L.P. | ||
By: | TRV GP II, LLC, | |
General Partner | ||
By: | /s/ Kevin Gillis | |
Kevin Gillis | ||
Chief Financial Officer | ||
TRV GP II, LLC | ||
By: | /s/ Kevin Gillis | |
Kevin Gillis | ||
Chief Financial Officer | ||
MARK LEVIN | ||
/s/ Kevin Gillis, As attorney-in-fact | ||
Mark Levin | ||
KEVIN P. STARR | ||
/s/ Kevin Gillis, As attorney-in-fact | ||
Kevin P. Starr |
CUSIP No. 09627Y109 | SCHEDULE 13G | Page 12 of 12 Pages |
ROBERT I. TEPPER |
/s/ Kevin Gillis, As attorney-in-fact |
Robert I. Tepper |