Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 09058V103

1.

Name of Reporting Persons
Venrock Healthcare Capital 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
2,851,385(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,851,385(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,851,385(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)
2.9%(3)

12.

Type of Reporting Person (See Instructions)
PN

(1)

Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G/A.

(2)

Consists of 312,165 shares owned by Venrock Healthcare Capital Partners, L.P., 57,101 shares owned by VHCP Co-Investment Holdings, LLC, 1,766,064 shares owned by Venrock Healthcare Capital Partners II, L.P. and 716,055 shares owned by VHCP Co-Investment Holdings II, LLC.

(3)

This percentage is calculated based upon 98,404,761 shares of the Issuers common stock outstanding as of October 31, 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. 09058V103

1.

Name of Reporting Persons
VHCP Co-Investment Holdings, 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
2,851,385(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,851,385(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,851,385(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)
2.9%(3)

12.

Type of Reporting Person (See Instructions)
OO

(1)

Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G/A.

(2)

Consists of 312,165 shares owned by Venrock Healthcare Capital Partners, L.P., 57,101 shares owned by VHCP Co-Investment Holdings, LLC, 1,766,064 shares owned by Venrock Healthcare Capital Partners II, L.P. and 716,055 shares owned by VHCP Co-Investment Holdings II, LLC.

(3)

This percentage is calculated based upon 98,404,761 shares of the Issuers common stock outstanding as of October 31, 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. 09058V103

1.

Name of Reporting Persons
Venrock Healthcare Capital Partners II, 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
2,851,385(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,851,385(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,851,385(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)
2.9%(3)

12.

Type of Reporting Person (See Instructions)
PN

(1)

Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G/A.

(2)

Consists of 312,165 shares owned by Venrock Healthcare Capital Partners, L.P., 57,101 shares owned by VHCP Co-Investment Holdings, LLC, 1,766,064 shares owned by Venrock Healthcare Capital Partners II, L.P. and 716,055 shares owned by VHCP Co-Investment Holdings II, LLC.

(3)

This percentage is calculated based upon 98,404,761 shares of the Issuers common stock outstanding as of October 31, 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. 09058V103

1.

Name of Reporting Persons
VHCP Co-Investment Holdings II, 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
2,851,385(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,851,385(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,851,385(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)
2.9%(3)

12.

Type of Reporting Person (See Instructions)
OO

(1)

Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G/A.

(2)

Consists of 312,165 shares owned by Venrock Healthcare Capital Partners, L.P., 57,101 shares owned by VHCP Co-Investment Holdings, LLC, 1,766,064 shares owned by Venrock Healthcare Capital Partners II, L.P. and 716,055 shares owned by VHCP Co-Investment Holdings II, LLC.

(3)

This percentage is calculated based upon 98,404,761 shares of the Issuers common stock outstanding as of October 31, 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. 09058V103

1.

Name of Reporting Persons
VHCP 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
2,851,385(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,851,385(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,851,385(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)
2.9%(3)

12.

Type of Reporting Person (See Instructions)
OO

(1)

Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G/A.

(2)

Consists of 312,165 shares owned by Venrock Healthcare Capital Partners, L.P., 57,101 shares owned by VHCP Co-Investment Holdings, LLC, 1,766,064 shares owned by Venrock Healthcare Capital Partners II, L.P. and 716,055 shares owned by VHCP Co-Investment Holdings II, LLC.

(3)

This percentage is calculated based upon 98,404,761 shares of the Issuers common stock outstanding as of October 31, 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. 09058V103

1.

Name of Reporting Persons
VHCP Management II, 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
2,851,385(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,851,385(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,851,385(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)
2.9%(3)

12.

Type of Reporting Person (See Instructions)
OO

(1)

Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G/A.

(2)

Consists of 312,165 shares owned by Venrock Healthcare Capital Partners, L.P., 57,101 shares owned by VHCP Co-Investment Holdings, LLC, 1,766,064 shares owned by Venrock Healthcare Capital Partners II, L.P. and 716,055 shares owned by VHCP Co-Investment Holdings II, LLC.

(3)

This percentage is calculated based upon 98,404,761 shares of the Issuers common stock outstanding as of October 31, 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. 09058V103

1.

Name of Reporting Persons
Shah, Nimish

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
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
2,851,385(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,851,385(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,851,385(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)
2.9%(3)

12.

Type of Reporting Person (See Instructions)
IN

(1)

Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G/A.

(2)

Consists of 312,165 shares owned by Venrock Healthcare Capital Partners, L.P., 57,101 shares owned by VHCP Co-Investment Holdings, LLC, 1,766,064 shares owned by Venrock Healthcare Capital Partners II, L.P. and 716,055 shares owned by VHCP Co-Investment Holdings II, LLC.

(3)

This percentage is calculated based upon 98,404,761 shares of the Issuers common stock outstanding as of October 31, 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. 09058V103

1.

Name of Reporting Persons
Koh, Bong

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
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
2,851,385(2)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,851,385(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,851,385(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)
2.9%(3)

12.

Type of Reporting Person (See Instructions)
IN

(1)

Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G/A.

(2)

Consists of 312,165 shares owned by Venrock Healthcare Capital Partners, L.P., 57,101 shares owned by VHCP Co-Investment Holdings, LLC, 1,766,064 shares owned by Venrock Healthcare Capital Partners II, L.P. and 716,055 shares owned by VHCP Co-Investment Holdings II, LLC.

(3)

This percentage is calculated based upon 98,404,761 shares of the Issuers common stock outstanding as of October 31, 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. 09058V103

Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (VHCP I), VHCP Co-Investment Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Co-Invest I), Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (VHCP II), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Co-Invest II), VHCP Management, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Management), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Management II and collectively with VHCP I, VHCP Co-Invest I, VHCP II, VHCP Co-Investment II, and VHCP Management, the Venrock Entities), Nimish Shah (Shah) and Bong Koh (Koh) in respect of Common Stock of BioCryst Pharmaceuticals, Inc.

Item 1.

(a)

Name of Issuer
BioCryst Pharmaceuticals, Inc.

(b)

Address of Issuers Principal Executive Offices
4505 Emperor Boulevard, Suite 200
Durham, NC 27703

Item 2.

(a)

Name of Person Filing
Venrock Healthcare Capital Partners, L.P.
VHCP Co-Investment Holdings, LLC
Venrock Healthcare Capital Partners II, L.P.
VHCP Co-Investment Holdings II, LLC
VHCP Management, LLC
VHCP Management II, LLC
Nimish Shah
Bong Koh

(b)

Address of Principal Business Office or, if none, Residence

New York Office:

Palo Alto Office:

Boston Office:

530 Fifth Avenue

3340 Hillview Avenue

34 Farnsworth Street

22nd Floor

Palo Alto, CA 94304

3rd Floor

New York, NY 10036

Boston, MA 02210

(c)

Citizenship
All entities were organized in Delaware. The individuals are both United States citizens.

(d)

Title of Class of Securities
Common Stock, $0.01 par value

(e)

CUSIP Number
09058V103

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. 09058V103

Item 4.

Ownership

(a)

Amount beneficially owned as of December 31, 2017:   

Venrock Healthcare Capital Partners, L.P.

2,851,385

(1)

VHCP Co-Investment Holdings, LLC

2,851,385

(1)

Venrock Healthcare Capital Partners II, L.P.

2,851,385

(1)

VHCP Co-Investment Holdings II, LLC

2,851,385

(1)

VHCP Management, LLC

2,851,385

(1)

VHCP Management II, LLC

2,851,385

(1)

Nimish Shah

2,851,385

(1)

Bong Koh

2,851,385

(1)

(b)

Percent of class as of December 31, 2017:   

Venrock Healthcare Capital Partners, L.P.

2.9

%(2)

VHCP Co-Investment Holdings, LLC

2.9

%(2)

Venrock Healthcare Capital Partners II, L.P.

2.9

%(2)

VHCP Co-Investment Holdings II, LLC

2.9

%(2)

VHCP Management, LLC

2.9

%(2)

VHCP Management II, LLC

2.9

%(2)

Nimish Shah

2.9

%(2)

Bong Koh

2.9

%(2)

(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 Healthcare Capital Partners, L.P.

0

VHCP Co-Investment Holdings, LLC

0

Venrock Healthcare Capital Partners II, L.P.

0

VHCP Co-Investment Holdings II, LLC

0

VHCP Management, LLC

0

VHCP Management II, LLC

0

Nimish Shah

0

Bong Koh

0

CUSIP No. 09058V103

(ii)

Shared power to vote or to direct the vote    

Venrock Healthcare Capital Partners, L.P.

2,851,385

(1)

VHCP Co-Investment Holdings, LLC

2,851,385

(1)

Venrock Healthcare Capital Partners II, L.P.

2,851,385

(1)

VHCP Co-Investment Holdings II, LLC

2,851,385

(1)

VHCP Management, LLC

2,851,385

(1)

VHCP Management II, LLC

2,851,385

(1)

Nimish Shah

2,851,385

(1)

Bong Koh

2,851,385

(1)

(iii)

Sole power to dispose or to direct the disposition of   

Venrock Healthcare Capital Partners, L.P.

0

VHCP Co-Investment Holdings, LLC

0

Venrock Healthcare Capital Partners II, L.P.

0

VHCP Co-Investment Holdings II, LLC

0

VHCP Management, LLC

0

VHCP Management II, LLC

0

Nimish Shah

0

Bong Koh

0

(iv)

Shared power to dispose or to direct the disposition of   

Venrock Healthcare Capital Partners, L.P.

2,851,385

(1)

VHCP Co-Investment Holdings, LLC

2,851,385

(1)

Venrock Healthcare Capital Partners II, L.P.

2,851,385

(1)

VHCP Co-Investment Holdings II, LLC

2,851,385

(1)

VHCP Management, LLC

2,851,385

(1)

VHCP Management II, LLC

2,851,385

(1)

Nimish Shah

2,851,385

(1)

Bong Koh

2,851,385

(1)

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

CUSIP No. 09058V103

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

CUSIP No. 09058V103

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.

Venrock Healthcare Capital Partners, L.P.

VHCP Co-Investment Holdings, LLC

By:

VHCP Management, LLC,

By:

VHCP Management, LLC,

its General Partner

its Manager

By:

/s/ David L. Stepp

By:

/s/ David L. Stepp

Name:

David L. Stepp

Name:

David L. Stepp

Title:

Authorized Signatory

Title:

Authorized Signatory

VHCP Management, LLC

By:

/s/ David L. Stepp

Name:

David L. Stepp

Title:

Authorized Signatory

/s/ David L. Stepp, as attorney-in-fact

Nimish Shah

/s/ David L. Stepp, as attorney-in-fact

Bong Koh

Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

By:

VHCP Management II, LLC,

By:

VHCP Management II, LLC,

its General Partner

its Manager

By:

/s/ David L. Stepp

By:

/s/ David L. Stepp

Name:

David L. Stepp

Name:

David L. Stepp

Title:

Authorized Signatory

Title:

Authorized Signatory

VHCP Management II, LLC

By:

/s/ David L. Stepp

Name:

David L. Stepp

Title:

Authorized Signatory

CUSIP No. 09058V103