Filing Details

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box.  ☐

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*  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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

 

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP NO. 171757107

13D

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CUSIP NO. 171757107

13D

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CUSIP NO. 171757107

13D

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CUSIP NO. 171757107

13D

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CUSIP NO. 171757107

13D

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CUSIP NO. 171757107

13D

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CUSIP NO. 171757107

13D

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13D

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CUSIP NO. 171757107

13D

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Item 1.

Security and Issuer

 

 

Item 2.

Identity and Background

 

(a) Frazier Healthcare VII, L.P. ("FH VII") and Frazier Healthcare VII-A, L.P. ("FH VII-A");

 

(b) FHM VII, L.P. ("FHM VII LP"), which is the sole general partner of FH VII and FH VII-A; and FHM VII, L.L.C. ("FHM VII LLC"), which is the sole general partner of FHM VII LP; and

 

(c) Alan Frazier ("Frazier"), Nader Naini ("Naini"), Patrick Heron ("Heron"), James Topper ("Topper"), Nathan Every ("Every"), and Brian Morfitt ("Morfitt") (collectively, the "Members").  The Members are the members of FHM VII LLC.

 

The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."

 

The address of the principal business office of each Reporting Person is:

 

c/o Frazier Healthcare Partners

601 Union Street, Suite 3200

Seattle, WA 98101

FH VII and FH VII-A are affiliated venture capital funds concentrating in healthcare and related fields.  The sole business of FHM VII LP and FHM VII LLC is to serve as general partner entities for FH VII and FH VII-A.  The principal business of each of the Members is to manage FH VII, FH VII-A, FHM VII LP, FHM VII LLC and a number of affiliated partnerships with similar businesses.

(d) During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(e) Each of FH VII, FH VII-A, and FHM VII LP are limited partnerships organized under the laws of the State of Delaware.  FHM VII LLC is a limited liability company organized under the laws of the State of Delaware.  Each of the Members is a United States citizen.

 

Item 5.

Interest in Securities of the Issuer

 

(a)

FH VII and FH VII-A are the record owners of 1,021,235 and 291,023 shares of common stock, respectively (together the FH Shares).  As the sole general partner of FH VII and of FH VII-A, FHM VII LP may be deemed to own beneficially the FH Shares.  As the sole general partner of FHM VII LP, FHM VII LLC may be deemed to own beneficially the FH Shares.  As members of FHM VII LLC, each of the Members may be deemed to own beneficially the FH Shares.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet.  Such percentage was calculated based on the  20,238,143 shares of Common Stock outstanding as of October 31, 2017 as set forth in the Issuer's 10-Q filed on December 15, 2017 and as adjusted pursuant to Rule 13d-3(d)(1).

 

 

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 26, 2018

 

Frazier Healthcare VII, L.P.

By FHM VII, L.P., its General Partner

By FHM VII, L.L.C., its General Partner

Steve R. Bailey, Chief Financial Officer

 

Frazier Healthcare VII-A, L.P.

By FHM VII, L.P., its General Partner

By FHM VII, L.L.C., its General Partner

Steve R. Bailey, Chief Financial Officer

 

FHM VII, L.P.

By: FHM VII, L.L.C., its General Partner

Steve R. Bailey, Chief Financial Officer

 

FHM VII, L.L.C.

Steve R. Bailey, Chief Financial Officer

 

 

 

Alan Frazier

 

Nader Naini

 

 

                              *                                               
Patrick Heron

 

                              *                                               
James Topper

 

                              *                                               
Nathan Every

 

 

 

Steve R. Bailey, as Attorney-in-Fact

This Amendment No. 1 to the Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steve R. Bailey with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) 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 capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

 

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

 

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

 

 

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steve R. Bailey with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) 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 capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

 

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

 

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

 

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 16^th day of February, 2016.

 

/s/ Alan Frazier                                       Alan Frazier

 

/s/ Nader Naini                                       Nader Naini

 

/s/ Patrick Heron                                    Patrick Heron

 

/s/ James Topper                                    James Topper

 

/s/ Nathan Every                                    Nathan Every