Filing Details
- Accession Number:
- 0001193125-18-199509
- Form Type:
- 13D Filing
- Publication Date:
- 2018-06-21 16:17:35
- Filed By:
- New Leaf Venture Management Iii, L.l.c.
- Company:
- Deciphera Pharmaceuticals Inc. (NASDAQ:NA)
- Filing Date:
- 2018-06-21
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| New Leaf Ventures III | 1,957,832 | 4,104,140 | 1,957,832 | 4,104,140 | 1,957,832 | 5.3% |
| New Leaf Biopharma Opportunities I | 2,146,308 | 4,104,140 | 2,146,308 | 4,104,140 | 2,146,308 | 5.8% |
| New Leaf Venture Associates III | 1,957,832 | 4,104,140 | 1,957,832 | 4,104,140 | 1,957,832 | 5.3% |
| New Leaf BPO Associates I | 2,146,308 | 2,146,308 | 2,146,308 | 5.8% | ||
| New Leaf Venture Management III | 4,104,140 | 4,104,140 | 4,104,140 | 11.1% | ||
| Liam Ratcliffe | 0 | 0 | 4,104,140 | 11.1% | ||
| Ronald M. Hunt | 0 | 0 | 4,104,140 | 11.1% | ||
| Vijay K. Lathi | 0 | 0 | 4,104,140 | 11.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DECIPHERA PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
24344T101
(CUSIP Number)
| New Leaf Ventures 7 Times Square, Suite 3502 New York, NY 10036 Attn: Craig Slutzkin (646) 871-6400 | Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP One Marina Park Drive, Suite 900 Boston, MA 02210 Attn: Jay K. Hachigian, Esq. (617) 648-9100 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 11, 2018
(Date of Event which Requires Filing of this Statement)
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 240.13d-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 persons 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).
| CUSIP No. 24344T101 | Page 2 of 14 |
| 1. | Names of Reporting Persons.
New Leaf Ventures III, L.P. (NLV III) | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
1,957,832 shares, except that (a) New Leaf Venture Associates III, L.P. (NLV Associates III), the sole general partner of NLV III, may be deemed to have sole power to vote such shares, (b) New Leaf Venture Management III, L.L.C. (NLV Management III), the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote such shares, and (c) Liam Ratcliffe, a member of the Issuers board of directors (Ratcliffe), Ronald M. Hunt (Hunt) and Vijay K. Lathi (Lathi), the sole managers of NLV Management III, may be deemed to have shared power to vote such shares. | ||||
| 8. | Shared Voting Power
See response to row 7. | |||||
| 9. | Sole Dispositive Power
1,957,832 shares, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of such shares, and (c) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of such shares. | |||||
| 10. | Shared Dispositive Power
See response to row 9. | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,957,832 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.3%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | Based on 36,894,128 shares of Common Stock of the Issuer as of June 7, 2018, reported on the Issuers Prospectus filed with the Securities and Exchange Commission on June 7, 2018. |
| CUSIP No. 24344T101 | Page 3 of 14 |
| 1. | Names of Reporting Persons.
New Leaf Biopharma Opportunities I, L.P. (Biopharma I) | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
2,146,308 shares, except that (a) New Leaf BPO Associates I, L.P. (NLBA I), the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares, (b) NLV Management III, the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares, and (c) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote such shares. | ||||
| 8. | Shared Voting Power
See response to row 7. | |||||
| 9. | Sole Dispositive Power
2,146,308 shares, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares, and (c) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of such shares. | |||||
| 10. | Shared Dispositive Power
See response to row 9. | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,308 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.8%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 24344T101 | Page 4 of 14 |
| 1. | Names of Reporting Persons.
New Leaf Venture Associates III, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
1,957,832 shares, all of which are owned by NLV III. (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote such shares, and (c) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote such shares. | ||||
| 8. | Shared Voting Power
See response to row 7. | |||||
| 9. | Sole Dispositive Power
1,957,832 shares, all of which are owned by NLV III. (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of such shares, and (c) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of such shares. | |||||
| 10. | Shared Dispositive Power
See response to row 9. | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,957,832 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.3%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 24344T101 | Page 5 of 14 |
| 1. | Names of Reporting Persons.
New Leaf BPO Associates I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
2,146,308 shares, all of which are owned by Biopharma I. (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares, (b) NLV Management III, the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares, and (c) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote such shares. | ||||
| 8. | Shared Voting Power
See response to row 7. | |||||
| 9. | Sole Dispositive Power
2,146,308 shares, all of which are owned by Biopharma I. (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares, and (c) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of such shares. | |||||
| 10. | Shared Dispositive Power
See response to row 9. | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,308 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.8%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 24344T101 | Page 6 of 14 |
| 1. | Names of Reporting Persons.
New Leaf Venture Management III, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
4,104,140 shares, of which (i) 1,957,832 shares are directly owned by NLV III, and (ii) 2,146,308 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, and (d) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote all of such shares. | ||||
| 8. | Shared Voting Power
See response to row 7. | |||||
| 9. | Sole Dispositive Power
4,104,140 shares, of which (i) 1,957,832 shares are directly owned by NLV III, and (ii) 2,146,308 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, and (d) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of all of such shares. | |||||
| 10. | Shared Dispositive Power
See response to row 9. | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,104,140 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
11.1%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 24344T101 | Page 7 of 14 |
| 1. | Names of Reporting Persons.
Liam Ratcliffe | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
4,104,140 shares, of which (i) 1,957,832 shares are directly owned by NLV III, and (ii) 2,146,308 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, and (d) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote all of such shares. | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,104,140 shares, of which (i) 1,957,832 shares are directly owned by NLV III, and (ii) 2,146,308 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, and (d) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of all of such shares. | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,104,140 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
11.1%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 24344T101 | Page 8 of 14 |
| 1. | Names of Reporting Persons.
Ronald M. Hunt | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
4,104,140 shares, of which (i) 1,957,832 shares are directly owned by NLV III, and (ii) 2,146,308 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, and (d) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote all of such shares. | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,104,140 shares, of which (i) 1,957,832 shares are directly owned by NLV III, and (ii) 2,146,308 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, and (d) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of all of such shares. | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,104,140 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
11.1%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 24344T101 | Page 9 of 14 |
| 1. | Names of Reporting Persons.
Vijay K. Lathi | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
4,104,140 shares, of which (i) 1,957,832 shares are directly owned by NLV III, and (ii) 2,146,308 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, and (d) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote all of such shares. | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,104,140 shares, of which (i) 1,957,832 shares are directly owned by NLV III, and (ii) 2,146,308 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, and (d) Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of all of such shares. | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,104,140 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
11.1%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 24344T101 | Page 10 of 14 |
SCHEDULE 13D
This Amendment No. 1 (Amendment No. 1) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) on October 11, 2017 (the Original Schedule 13D) by the Reporting Persons. The Reporting Persons are, collectively, New Leaf Ventures III, L.P. (NLV III), New Leaf Venture Associates III, L.P. (NLV Associates III), New Leaf Biopharma Opportunities I, L.P. (Biopharma I), New Leaf BPO Associates I, L.P. (NLBA I), New Leaf Venture Management III, L.L.C. (NLV Management III), Liam Ratcliffe, a member of the Issuers board of directors (Ratcliffe), Ronald M. Hunt (Hunt) and Vijay K. Lathi (Lathi). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is being filed on behalf of each of the following persons pursuant to Rule 13d-1(k) of Regulation D-G under the Securities Exchange Act of 1934, as amended (the Exchange Act): New Leaf Ventures III, L.P. (NLV III), New Leaf Venture Associates III, L.P. (NLV Associates III), New Leaf Biopharma Opportunities I, L.P. (Biopharma I), New Leaf BPO Associates I, L.P. (NLBA I), New Leaf Venture Management III, L.L.C. (NLV Management III), Liam Ratcliffe, a member of the Issuers board of directors (Ratcliffe), Ronald M. Hunt (Hunt) and Vijay K. Lathi (Lathi) are the sole members of NLV Management III, (the foregoing entities and individuals are collectively referred to as the Reporting Persons).
(b) The principal business address of each NLV III, NLV Associates III, Biopharma I, NLBA I, NLV Management III, Ratcliffe and Hunt is c/o New Leaf Ventures, 7 Times Square, Suite 3502, New York, NY 10036. The address of the principal business office of Lathi is New Leaf Venture Partners, 1200 Park Place, Suite 300, San Mateo, CA 94043.
(c) The principal business of each of NLV III and Biopharma I is that of a private investment partnership and to make, hold and dispose of equity and equity-related investments, principally in healthcare, medical device and life sciences companies. The sole general partner of NLV III is NLV Associates III and the sole general partner of Biopharma I is NLBA I. The sole general partner of each of NLV Associates III and NLBA I is NLV Management III. The ultimate general partner of each of NLV III and Biopharma I is NLV Management III. The principal business of NLV Associates III is that of a limited partnership acting as the general partner of NLV III, the principal business of NLBA I is that of a limited partnership acting as the general partner of Biopharma I, and the principal business of NLV Management III is that of a limited liability company acting as the general partner of each of NLV Associates III and NLBA I and the ultimate general partner of each of NLV III and Biopharma I. Ratcliffe, a member of the Issuers board of directors, Hunt and Lathi, are the sole managers of NLV Management III. Each of NLV III, Biopharma I, NLV Associates III and NLBA I is organized as a Delaware limited partnership. NLV Management III is organized as a Delaware limited liability company.
(d) None of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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.
(f) Each of the individuals named in this Item 2 is a citizen of the United States.
| CUSIP No. 24344T101 | Page 11 of 14 |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended to add the following new paragraphs:
On May 17, 2018, Ratcliffe was granted 12,000 options to purchase Common Stock pursuant to the Issuers 2017 Stock Option and Incentive Plan (the Director Options). The Director Options will vest on May 17, 2019, subject to Ratcliffes continuous service with the Issuer until that date.
On June 6, 2018, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333- 225411) in connection with its public offering of 3,750,000 additional shares of the Issuers Common Stock was declared effective.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended to add the following new paragraph:
This Amendment No. 1 is being filed to update this aggregate percentage of Common Stock of the Issuer owned by the Reporting Persons due to dilution caused by the Issuers additional sales of Common Shares from time to time since the date of the filing of the Original Schedule 13D. The Issuer reported outstanding Common Stock causing a decrease in aggregate percentage ownership by Reporting Persons of one percent (1%) or more from the percentages reported in the Original Schedule 13D filed on October 11, 2017.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The information reported below is based on a total of 36,894,128 shares of Common Stock outstanding as reported on the Issuers Prospectus, filed with the SEC on June 7, 2018. This Amendment No. 1 is being filed to update this aggregate percentage of Common Stock of the Issuer owned by the Reporting Persons due to dilution caused by the Issuers additional sales of Common Shares from time to time since the date of the filing of the Original Schedule 13D. The Issuer reported outstanding Common Stock causing a decrease in aggregate percentage ownership by Reporting Persons of one percent (1%) or more from the percentages reported in the Original Schedule 13D filed on October 11, 2017.
(a,b) Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person.
Each of the Reporting Persons, except for NLV III with respect to the shares directly owned by it and Biopharma I with respect to the shares directly owned by it, except to the extent of their respective pecuniary interests therein, if any.
(c) Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the Common Stock of the Company during the past 60 days.
(d) Under certain circumstances set forth in the limited partnership agreement of each of NLV III, Biopharma I, NLV Associates III, NLBA I and the limited liability company agreement of NLV Management III, the partners and the members of each of such entities, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member.
(e) Not applicable.
| CUSIP No. 24344T101 | Page 12 of 14 |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is amended to add the following paragraph:
On May 17, 2018, Ratcliffe, was granted the Director Options pursuant to the Issuers 2017 Stock Option and Incentive Plan (the Plan) which is attached as Exhibit 10.2 to Amendment No. 3 to the Issuers Registration Statement on Form S-1 (File No. 333-220299) filed on September 22, 2017, and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit A Joint Filing Agreement
Exhibit E 2017 Stock Option and Incentive Plan, filed on September 22, 2017 as Exhibit 10.2 to Amendment No. 3 to the Issuers Registration Statement on Form S-1 (File No. 333-220299) and incorporated herein by reference.
| CUSIP No. 24344T101 | Page 13 of 14 |
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.
Date: June 21, 2018
| NEW LEAF VENTURES III, L.P. | ||
| By: | New Leaf Venture Associates III, L.P. | |
| By: New Leaf Venture Management III, L.L.C. | ||
| By: | /s/ Craig Slutzkin | |
| Chief Financial Officer | ||
| NEW LEAF BIOPHARMA OPPORTUNITIES I, L.P. | ||
| By: | New Leaf BPO Associates I, L.P. | |
| By: New Leaf Venture Management III, L.L.C. | ||
| By: | /s/ Craig Slutzkin | |
| Chief Financial Officer | ||
| NEW LEAF VENTURE ASSOCIATES III, L.P. | ||
| By: | New Leaf Venture Management III, L.L.C. | |
| By: | /s/ Craig Slutzkin | |
| Chief Financial Officer | ||
| NEW LEAF BPO ASSOCIATES I, L.P. | ||
| By: | New Leaf Venture Management III, L.L.C. | |
| By: | /s/ Craig Slutzkin | |
| Chief Financial Officer | ||
| NEW LEAF VENTURE MANAGEMENT III, L.L.C. | ||
| By: | /s/ Craig Slutzkin | |
| Chief Financial Officer | ||
| CUSIP No. 24344T101 | Page 14 of 14 |
| LIAM RATCLIFFE | ||
| By: | * | |
| Liam Ratcliffe | ||
| RONALD M. HUNT | ||
| By: | * | |
| Ronald M. Hunt | ||
| VIJAY K. LATHI | ||
| By: | * | |
| Vijay K. Lathi | ||
| *By: | /s/ Craig Slutzkin | |
| Name: | Craig Slutzkin | |
| Attorney-in-Fact |
[This Schedule 13D was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.]