Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 004449104

1.

Name of Reporting Persons
Venrock Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x(1)

(b)

o

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
1,746,461(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,746,461(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,746,461(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.1%(3)

12.

Type of Reporting Person (See Instructions)
PN

(1)

Venrock Partners, L.P., Venrock Associates IV, L.P., Venrock Entrepreneurs Fund IV, L.P., Venrock Partners Management, LLC (the general partner of Venrock Partners, L.P.), Venrock Management IV, LLC (the general partner of Venrock Associates IV, L.P.) and VEF Management IV, LLC (the general partner of Venrock Entrepreneurs Fund IV, L.P.) are members of a group for purposes of this Schedule 13G/A.

(2)

Consists of 289,912 shares of common stock owned by Venrock Partners, L.P., 1,421,623 shares of common stock owned by Venrock Associates IV, L.P. and 34,926 shares of common stock owned by Venrock Entrepreneurs Fund IV, L.P.

(3)

This percentage is calculated based upon 42,393,609 shares of the Issuers common stock outstanding as of November 2, 2017, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017.

CUSIP No. 004449104

1.

Name of Reporting Persons
Venrock Associates IV, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x(1)

(b)

o

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
1,746,461(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,746,461(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,746,461(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.1%(3)

12.

Type of Reporting Person (See Instructions)
PN

(1)

Venrock Partners, L.P., Venrock Associates IV, L.P., Venrock Entrepreneurs Fund IV, L.P., Venrock Partners Management, LLC (the general partner of Venrock Partners, L.P.), Venrock Management IV, LLC (the general partner of Venrock Associates IV, L.P.) and VEF Management IV, LLC (the general partner of Venrock Entrepreneurs Fund IV, L.P.) are members of a group for purposes of this Schedule 13G/A.

(2)

Consists of 289,912 shares of common stock owned by Venrock Partners, L.P., 1,421,623 shares of common stock owned by Venrock Associates IV, L.P. and 34,926 shares of common stock owned by Venrock Entrepreneurs Fund IV, L.P.

(3)

This percentage is calculated based upon 42,393,609 shares of the Issuers common stock outstanding as of November 2, 2017, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017.

CUSIP No. 004449104

1.

Name of Reporting Persons
Venrock Entrepreneurs Fund IV, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x(1)

(b)

o

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
1,746,461(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,746,461(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,746,461(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.1%(3)

12.

Type of Reporting Person (See Instructions)
PN

(1)

Venrock Partners, L.P., Venrock Associates IV, L.P., Venrock Entrepreneurs Fund IV, L.P., Venrock Partners Management, LLC (the general partner of Venrock Partners, L.P.), Venrock Management IV, LLC (the general partner of Venrock Associates IV, L.P.) and VEF Management IV, LLC (the general partner of Venrock Entrepreneurs Fund IV, L.P.) are members of a group for purposes of this Schedule 13G/A.

(2)

Consists of 289,912 shares of common stock owned by Venrock Partners, L.P., 1,421,623 shares of common stock owned by Venrock Associates IV, L.P. and 34,926 shares of common stock owned by Venrock Entrepreneurs Fund IV, L.P.

(3)

This percentage is calculated based upon 42,393,609 shares of the Issuers common stock outstanding as of November 2, 2017, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017.

CUSIP No. 004449104

1.

Name of Reporting Persons
Venrock Partners Management, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x(1)

(b)

o

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
1,746,461(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,746,461(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,746,461(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.1%(3)

12.

Type of Reporting Person (See Instructions)
OO

(1)

Venrock Partners, L.P., Venrock Associates IV, L.P., Venrock Entrepreneurs Fund IV, L.P., Venrock Partners Management, LLC (the general partner of Venrock Partners, L.P.), Venrock Management IV, LLC (the general partner of Venrock Associates IV, L.P.) and VEF Management IV, LLC (the general partner of Venrock Entrepreneurs Fund IV, L.P.) are members of a group for purposes of this Schedule 13G/A.

(2)

Consists of 289,912 shares of common stock owned by Venrock Partners, L.P., 1,421,623 shares of common stock owned by Venrock Associates IV, L.P. and 34,926 shares of common stock owned by Venrock Entrepreneurs Fund IV, L.P.

(3)

This percentage is calculated based upon 42,393,609 shares of the Issuers common stock outstanding as of November 2, 2017, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017.

CUSIP No. 004449104

1.

Name of Reporting Persons
Venrock Management IV, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x(1)

(b)

o

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
1,746,461(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,746,461(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,746,461(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.1%(3)

12.

Type of Reporting Person (See Instructions)
OO

(1)

Venrock Partners, L.P., Venrock Associates IV, L.P., Venrock Entrepreneurs Fund IV, L.P., Venrock Partners Management, LLC (the general partner of Venrock Partners, L.P.), Venrock Management IV, LLC (the general partner of Venrock Associates IV, L.P.) and VEF Management IV, LLC (the general partner of Venrock Entrepreneurs Fund IV, L.P.) are members of a group for purposes of this Schedule 13G/A.

(2)

Consists of 289,912 shares of common stock owned by Venrock Partners, L.P., 1,421,623 shares of common stock owned by Venrock Associates IV, L.P. and 34,926 shares of common stock owned by Venrock Entrepreneurs Fund IV, L.P.

(3)

This percentage is calculated based upon 42,393,609 shares of the Issuers common stock outstanding as of November 2, 2017, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017.

CUSIP No. 004449104

1.

Name of Reporting Persons
VEF Management IV, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x(1)

(b)

o

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
1,746,461(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,746,461(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,746,461(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.1%(3)

12.

Type of Reporting Person (See Instructions)
OO

(1)

Venrock Partners, L.P., Venrock Associates IV, L.P., Venrock Entrepreneurs Fund IV, L.P., Venrock Partners Management, LLC (the general partner of Venrock Partners, L.P.), Venrock Management IV, LLC (the general partner of Venrock Associates IV, L.P.) and VEF Management IV, LLC (the general partner of Venrock Entrepreneurs Fund IV, L.P.) are members of a group for purposes of this Schedule 13G/A.

(2)

Consists of 289,912 shares of common stock owned by Venrock Partners, L.P., 1,421,623 shares of common stock owned by Venrock Associates IV, L.P. and 34,926 shares of common stock owned by Venrock Entrepreneurs Fund IV, L.P.

(3)

This percentage is calculated based upon 42,393,609 shares of the Issuers common stock outstanding as of November 2, 2017, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017.

CUSIP No. 004449104

Introductory Note: This Statement on Schedule 13G/A is filed on behalf of Venrock Partners, L.P., a limited partnership organized under the laws of the State of Delaware (VP), Venrock Associates IV, L.P., a limited partnership organized under the laws of the State of Delaware (Venrock IV), Venrock Entrepreneurs Fund IV, L.P., a limited partnership organized under the laws of the State of Delaware (Entrepreneurs Fund), Venrock Partners Management, LLC, a limited liability company organized under the laws of the State of Delaware (VP Management), Venrock Management IV, LLC, a limited liability company organized under the laws of the State of Delaware (Venrock Management) and VEF Management IV, LLC, a limited liability company organized under the laws of the State of Delaware (VEF Management and collectively with VP, Venrock IV, Entrepreneurs Fund and Venrock Management, the Venrock Entities) in respect of shares of common stock of Achaogen, Inc.

Item 1.

(a)

Name of Issuer

Achaogen, Inc.

(b)

Address of Issuers Principal Executive Offices

1 Tower Place, Suite 300

South San Francisco, CA 94080

Item 2.

(a)

Name of Person Filing

Venrock Partners, L.P.

Venrock Associates IV, L.P.

Venrock Entrepreneurs Fund IV, L.P.

Venrock Partners Management, LLC

Venrock Management IV, LLC

VEF Management IV, LLC

(b)

Address of Principal Business Office or, if none, Residence

New York Office:

530 Fifth Avenue

22nd Floor

New York, NY 10036

Palo Alto Office:

3340 Hillview Avenue

Palo Alto, CA 94304

Boston Office:

34 Farnsworth Street

3rd Floor

Boston, MA 02210

(c)

Citizenship
Each of VP, Venrock IV and Entrepreneurs Fund are limited partnerships organized in the State of Delaware. Each of VP Management, Venrock Management and VEF Management are limited liability companies organized in the State of Delaware.

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
004449104

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

CUSIP No. 004449104

Item 4.

Ownership

(a)

Amount Beneficially Owned as of December 31, 2017:

Venrock Partners, L.P.

1,746,461(1)

Venrock Associates IV, L.P.

1,746,461(1)

Venrock Entrepreneurs Fund IV, L.P.

1,746,461(1)

Venrock Partners Management, LLC

1,746,461(1)

Venrock Management IV, LLC

1,746,461(1)

VEF Management IV, LLC

1,746,461(1)

(b)

Percent of Class as of December 31, 2017:

Venrock Partners, L.P.

4.1%

Venrock Associates IV, L.P.

4.1%

Venrock Entrepreneurs Fund IV, L.P.

4.1%

Venrock Partners Management, LLC

4.1%

Venrock Management IV, LLC

4.1%

VEF Management IV, LLC

4.1%

(c)

Number of shares as to which the person has, as of December 31, 2017:

(i)

Sole power to vote or to direct the vote 

Venrock Partners, L.P.

0

Venrock Associates IV, L.P.

0

Venrock Entrepreneurs Fund IV, L.P.

0

Venrock Partners Management, LLC

0

Venrock Management IV, LLC

0

VEF Management IV, LLC

0

(ii)

Shared power to vote or to direct the vote    

Venrock Partners, L.P.

1,746,461(1)

Venrock Associates IV, L.P.

1,746,461(1)

Venrock Entrepreneurs Fund IV, L.P.

1,746,461(1)

CUSIP No. 004449104

Venrock Partners Management, LLC

1,746,461(1)

Venrock Management IV, LLC

1,746,461(1)

VEF Management IV, LLC

1,746,461(1)

(iii)

Sole power to dispose or to direct the disposition of   

Venrock Partners, L.P.

0

Venrock Associates IV, L.P.

0

Venrock Entrepreneurs Fund IV, L.P.

0

Venrock Partners Management, LLC

0

Venrock Management IV, LLC

0

VEF Management IV, LLC

0

(iv)

Shared power to dispose or to direct the disposition of   

Venrock Partners, L.P.

1,746,461(1)

Venrock Associates IV, L.P.

1,746,461(1)

Venrock Entrepreneurs Fund IV, L.P.

1,746,461(1)

Venrock Partners Management, LLC

1,746,461(1)

Venrock Management IV, LLC

1,746,461(1)

VEF Management IV, LLC

1,746,461(1)

CUSIP No. 004449104

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 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 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

Venrock Partners, L.P.

By: Venrock Partners Management, LLC

Its: General Partner

By:

/s/ David L. Stepp

Authorized Signatory

Venrock Associates IV, L.P.

By: Venrock Management IV, LLC

Its: General Partner

By:

/s/ David L. Stepp

Authorized Signatory

Venrock Entrepreneurs Fund IV, L.P.

By: VEF Management IV, LLC

Its: General Partner

By:

/s/ David L. Stepp

Authorized Signatory

Venrock Management IV, LLC

By:

/s/ David L. Stepp

Authorized Signatory

VEF Management IV, LLC

By:

/s/ David L. Stepp

Authorized Signatory

Venrock Partners Management, LLC

By:

/s/ David L. Stepp

Authorized Signatory