Filing Details
- Accession Number:
- 0001193125-18-033096
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-06 13:50:32
- Filed By:
- Mpm Bioventures Iv Qp Lp
- Company:
- Histogen Inc. (NASDAQ:HSTO)
- Filing Date:
- 2018-02-06
- 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 | 573,733 | 0 | 573,733 | 0 | 573,733 | 1.9% |
MPM BioVentures IV GmbH Co. Beteiligungs KG | 22,102 | 0 | 22,102 | 0 | 22,102 | 0.1% |
MPM Asset Management Investors BV4 | 16,314 | 0 | 16,314 | 0 | 16,314 | 0.1% |
MPM BioVentures V | 939,298 | 0 | 939,298 | 0 | 939,298 | 3.1% |
MPM Asset Management Investors BV5 | 36,489 | 0 | 36,489 | 0 | 36,489 | 0.1% |
MPM Bio | 0 | 909,091 | 0 | 909,091 | 909,091 | 3.0% |
MPM BioVentures IV GP | 0 | 595,835 | 0 | 595,835 | 595,835 | 2.0% |
MPM BioVentures IV | 0 | 612,149 | 0 | 612,149 | 612,149 | 2.0% |
MPM BioVentures V GP | 0 | 939,298 | 0 | 939,298 | 939,298 | 3.1% |
MPM BioVentures V | 0 | 975,787 | 0 | 975,787 | 975,787 | 3.3% |
MPM BioVentures | 0 | 909,091 | 0 | 909,091 | 909,091 | 3.0% |
MPM BioVentures | 0 | 909,091 | 0 | 909,091 | 909,091 | 3.0% |
Luke Evnin | 0 | 2,497,027 | 0 | 2,497,027 | 2,497,027 | 8.3% |
Ansbert Gadicke | 0 | 2,497,027 | 0 | 2,497,027 | 2,497,027 | 8.3% |
Todd Foley | 0 | 2,497,027 | 0 | 2,497,027 | 2,497,027 | 8.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Conatus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
20600T108
(CUSIP Number)
May 11, 2017
(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. 20600T108
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
573,733* | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
573,733* | |||||
8. | Shared Dispositive Power
0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
573,733* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
1.9% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
* | Includes 15,100 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 2 of 23
CUSIP No. 20600T108
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
22,102* | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
22,102* | |||||
8. | Shared Dispositive Power
0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
22,102* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.1% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
* | Includes 581 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 3 of 23
CUSIP No. 20600T108
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
16,314* | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
16,314* | |||||
8. | Shared Dispositive Power
0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,314* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.1% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Includes 429 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 4 of 23
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures V, 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
939,298* | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
939,298* | |||||
8. | Shared Dispositive Power
0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
939,298* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
* | Includes 15,508 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 5 of 23
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM Asset Management Investors BV5 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
36,489* | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
36,489* | |||||
8. | Shared Dispositive Power
0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
36,489* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.1% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Includes 602 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 6 of 23
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM Bio 2014 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
0 | ||||
6. | Shared Voting Power
909,091 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
909,091 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
909,091 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
3.0% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 7 of 23
CUSIP No. 20600T108
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
595,835* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
595,835* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
595,835* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV-QP, L.P. (BV IV QP) and 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV GmbH & Co. Beteiligungs KG (BV KG). 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 and BV KG. |
Page 8 of 23
CUSIP No. 20600T108
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
612,149* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
612,149* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
612,149* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG and 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV4 LLC (AM BV4). 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 and BV KG and the manager of AM BV4. |
Page 9 of 23
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures V 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
939,298* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
939,298* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
939,298* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures V, L.P. (BV V). 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 V. |
Page 10 of 23
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures V 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
975,787* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
975,787* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
975,787* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
3.3% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV5 LLC (AM BV5). 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 V and the manager of AM BV5. |
Page 11 of 23
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures 2014 NVS Strategic Fund 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
909,091 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
909,091 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
909,091 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
3.0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Consists of 909,091 shares of Common Stock by MPM Bio 2014 NVS Strategic Fund, L.P. (Bio 2014). The Reporting Person is the direct general partner of Bio 2014. |
Page 12 of 23
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures 2014 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
909,091 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
909,091 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
909,091 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
3.0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Consists of 909,091 shares of Common Stock by Bio 2014. The Reporting Person is the indirect general partner of Bio 2014. |
Page 13 of 23
CUSIP No. 20600T108
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
2,497,027* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
2,497,027* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,497,027* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. 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 and BV KG and MPM IV LLC is the manager of AM BV4. MPM BioVentures V GP LLC (MPM V GP) and MPM BioVentures V LLC (MPM V LLC) are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. MPM BioVentures 2014 NVS Strategic Fund GP LLC ( Bio 2014 NVS) and MPM Bio Ventures 2014 LLC (Bio 2014 LLC) are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC. |
Page 14 of 23
CUSIP No. 20600T108
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
2,497,027* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
2,497,027* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,497,027* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC. |
Page 15 of 23
CUSIP No. 20600T108
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
0 | ||||
6. | Shared Voting Power
2,497,027* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
2,497,027* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,497,027* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC. |
Page 16 of 23
Item 1. |
(a) | Name of Issuer |
Conatus Pharmaceuticals, Inc.
(b) | Address of Issuers Principal Executive Offices |
16745 West Bernardo Drive, Suite 200
San Diego, CA 92127
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 BioVentures V, L.P.
MPM Asset Management Investors BV5 LLC
MPM BioVentures IV GP LLC
MPM BioVentures IV LLC
MPM BioVentures V GP LLC
MPM BioVentures V LLC
MPM Bio 2014 NVS Strategic Fund, L.P.
MPM BioVentures 2014 NVS Strategic Fund GP LLC
MPM BioVentures 2014 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 2014 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 |
20600T108
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 17 of 23
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 | 558,633 | 15,100 | 573,733 | 0 | 573,733 | 0 | 573,733 | 1.9 | % | |||||||||||||||||||||||
BV KG | 21,521 | 581 | 22,102 | 0 | 22,102 | 0 | 22,102 | 0.1 | % | |||||||||||||||||||||||
AM BV4 | 15,885 | 429 | 16,314 | 0 | 16,314 | 0 | 16,314 | 0.1 | % | |||||||||||||||||||||||
BV V | 923,790 | 15,508 | 939,298 | 0 | 939,298 | 0 | 939,298 | 3.1 | % | |||||||||||||||||||||||
AM BV5 | 35,887 | 602 | 36,489 | 0 | 36,489 | 0 | 36,489 | 0.1 | % | |||||||||||||||||||||||
Bio 2014 | 909,091 | 0 | 909,091 | 0 | 909,091 | 0 | 909,091 | 3.0 | % | |||||||||||||||||||||||
BV IV GP(1) | 0 | 0 | 0 | 595,835 | 0 | 595,835 | 595,835 | 2.0 | % | |||||||||||||||||||||||
BV IV LLC(2) | 0 | 0 | 0 | 612,149 | 0 | 612,149 | 612,149 | 2.0 | % | |||||||||||||||||||||||
BV V GP(3) | 0 | 0 | 0 | 939,298 | 0 | 939,298 | 939,298 | 3.1 | % | |||||||||||||||||||||||
BV V LLC(4) | 0 | 0 | 0 | 975,787 | 0 | 975,787 | 975,787 | 3.3 | % | |||||||||||||||||||||||
Bio 2014 NVS(5) | 0 | 0 | 0 | 909,091 | 0 | 909,091 | 909,091 | 3.0 | % | |||||||||||||||||||||||
Bio 2014 LLC(5) | 0 | 0 | 0 | 909,091 | 0 | 909,091 | 909,091 | 3.0 | % | |||||||||||||||||||||||
Luke Evnin(6) | 0 | 0 | 0 | 2,497,027 | 0 | 2,497,027 | 2,497,027 | 8.3 | % | |||||||||||||||||||||||
Ansbert Gadicke(6) | 0 | 0 | 0 | 2,497,027 | 0 | 2,497,027 | 2,497,027 | 8.3 | % | |||||||||||||||||||||||
Todd Foley(6) | 0 | 0 | 0 | 2,497,027 | 0 | 2,497,027 | 2,497,027 | 8.3 | % |
(1) | Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP and 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG. 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 and BV KG. |
(2) | Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG and 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV4 LLC (AM BV4). 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 and BV KG and the manager of AM BV4. |
(3) | Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V. 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 V. |
(4) | Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5. 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 V and the manager of AM BV5. |
(5) | Consists of 909,091 shares of Common Stock held by Bio 2014. Bio 2014 LLC and Bio 2014 NVS are the direct and indirect general partners of Bio 2014. |
(6) | Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC. |
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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
Item 9. | Notice of Dissolution of a Group |
Not Applicable
Item 10. | Certification |
Not Applicable
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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 5, 2018
MPM BIOVENTURES IV-QP, L.P. | MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG | |||||||
By: | MPM BioVentures IV GP LLC, its General Partner | By: | MPM BioVentures IV GP LLC, in its capacity as the Managing Limited Partner | |||||
By: | MPM BioVentures IV LLC, its Managing Member | By: | MPM BioVentures IV LLC, its Managing Member | |||||
By: | /s/ Luke Evin | By: | /s/ Luke Evin | |||||
Name: Luke Evnin | Name: Luke Evnin | |||||||
Title: Member | Title: Member | |||||||
MPM ASSET MANAGEMENT INVESTORS BV4 LLC | MPM BIOVENTURES V, L.P. | |||||||
By: | MPM BioVentures IV LLC its Manager | By: | MPM BioVentures V GP LLC, its General Partner | |||||
By: | /s/ Luke Evin Name: Luke Evnin Title: Member | By: | MPM BioVentures V LLC, its Managing Member | |||||
By: | /s/ Luke Evin | |||||||
Name: Luke Evnin Title: Member | ||||||||
MPM ASSET MANAGEMENT INVESTORS BV5 LLC | MPM BIOVENTURES IV GP LLC | |||||||
By: | MPM BioVentures V LLC its Manager | By: | MPM BioVentures IV LLC, its Managing Member | |||||
By: | /s/ Luke Evin | By: | /s/ Luke Evin | |||||
Name: Luke Evnin | Name: Luke Evnin Title: Member | |||||||
Title: Member | ||||||||
MPM BIOVENTURES IV LLC | ||||||||
By: | /s/ Luke Evin | |||||||
Name: Luke Evnin Title: Member | ||||||||
MPM BIOVENTURES V GP LLC | MPM BIOVENTURES V LLC | |||||||
By: | MPM BioVentures V LLC, | By: | /s/ Luke Evin | |||||
its Managing Member | Name: Luke Evnin Title: Member | |||||||
By: | /s/ Luke Evin | |||||||
Name: Luke Evnin | ||||||||
Title: Member |
Page 20 of 23
MPM BIO 2014 NVS STRATEGIC FUND, L.P. | MPM BIOVENTURES 2014 NVS STRATEGIC FUND GP LLC | |||||||
By: | MPM BioVentures 2014 NVS Strategic Fund GP LLC, its General Partner | By: | MPM BioVentures 2014 LLC, its Managing Member | |||||
By: | MPM BioVentures 2014 LLC, its Managing Member | By: | /s/ Luke Evin Name: Luke Evin Title: Managing Director | |||||
By: | /s/ Luke Evin | |||||||
Name: Luke Evnin | ||||||||
Title: Managing Director | ||||||||
MPM BIOVENTURES 2014 LLC | ||||||||
By: | /s/ Luke Evin | |||||||
Name: Luke Evnin Title: Managing Director | ||||||||
By: | /s/ Luke Evin | By: | /s/ Ansbert Gadicke | |||||
Name: Luke Evnin | Name: Ansbert Gadicke | |||||||
By: | /s/ Todd Foley Name: Todd Foley |
EXHIBITS
A: Joint Filing Agreement
Page 21 of 23