Filing Details

*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 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. 185575107

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Page 3 of 22

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	NEA Partners 15, 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 limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 shares
		6	SHARED VOTING POWER
			2,140,246 shares
		7	SOLE DISPOSITIVE POWER
			0 shares
		8	SHARED DISPOSITIVE POWER
			2,140,246 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,140,246 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

CUSIP No. 185575107

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Peter W. Sonsini
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 shares
		6	SHARED VOTING POWER
			2,140,246 shares
		7	SOLE DISPOSITIVE POWER
			0 shares
		8	SHARED DISPOSITIVE POWER
			2,140,246 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,140,246 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 185575107

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ravi Viswanathan
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 shares
		6	SHARED VOTING POWER
			2,140,246 shares
		7	SOLE DISPOSITIVE POWER
			0 shares
		8	SHARED DISPOSITIVE POWER
			2,140,246 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,140,246 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 

 

CUSIP No. 185575107

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Clementia Pharmaceuticals Inc. (the "Issuer").

 

4150 Sainte-Catherine Street West, Suite 550, Montreal, Quebec, Canada H3Z 2Y5.

 

This statement is being filed by New Enterprise Associates 15, L.P. ("NEA 15"); NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15; and Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Joshua Makower ("Makower"), David M. Mott ("Mott"), Jon M. Sakoda ("Sakoda"), Scott D. Sandell ("Sandell"), Peter W. Sonsini ("Sonsini") and Ravi Viswanathan ("Viswanathan") (collectively, the "Managers").  The persons in this Item 2(a) are sometimes referred to collectively herein as the "Reporting Persons".

 

The address of the principal business office of NEA 15, NEA Partners 15 and NEA 15 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of each of Barris and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.  The address of the principal business office of Baskett, Makower, Sakoda, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5^th Avenue, 19^th Floor, New York, NY 10001.

 

Each of NEA 15 and NEA Partners 15 is a Delaware limited partnership.  NEA 15 GP is a Delaware limited liability company.  Each of the Managers is a United States citizen.

 

Common shares, no par value ("Common Shares").

185575107.

 

(a)

Amount Beneficially Owned: NEA 15 is the record owner of 2,140,246 shares of Common Shares as of December 31, 2017 (the "Shares").  As the sole general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the Shares.  As the sole general partner of NEA Partners 15, NEA 15 GP likewise may be deemed to own beneficially the Shares.  As the individual Managers of NEA 15 GP, each of the Managers also may be deemed to own beneficially the Shares.

(b)

Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheet for each Reporting Person are calculated based on 30,526,584 shares of Common Stock reported by the Issuer to be outstanding as of August 1, 2017 on the Issuer's prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on August 2, 2017.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:  See Line 5 of cover sheets.

(ii)

shared power to vote or to direct the vote:  See Line 6 of cover sheets.

(iii)

sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.

(iv)

shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.

 

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.

 

By:	NEA PARTNERS 15, L.P.

General Partner

By:

NEA 15 GP, LLC

General Partner

By:                 *                                           

By:	NEA 15 GP, LLC

General Partner

NEA 15 GP, LLC

By:                  *                                       

 Louis S. Citron

 Chief Legal Officer

 

 

 

 

* Peter W. Sonsini

 

*By: /s/ Sasha O. Keough                      

                       Sasha O. Keough

       As attorney-in-fact

 

 

 

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

M. James Barrett

Peter J. Barris

Forest Baskett

Ali Behbahani

Colin Bryant

Carmen Chang

Anthony A. Florence, Jr.

Carol G. Gallagher

Dayna Grayson

Patrick J. Kerins

P. Justin Klein

Vanessa Larco

Joshua Makower

Mohamad H. Makhzoumi

Edward T. Mathers

David M. Mott

Sara M. Nayeem

Jason R. Nunn

Gregory Papadopoulos

 

Chetan Puttagunta

Jon Sakoda

Scott D. Sandell

A. Brooke Seawell

Peter W. Sonsini

Melissa Taunton

Frank M. Torti

Ravi Viswanathan

Paul E. Walker

Rick Yang