Filing Details
- Accession Number:
- 0001193125-18-212455
- Form Type:
- 13D Filing
- Publication Date:
- 2018-07-03 16:17:36
- Filed By:
- New Leaf Ventures Iii, L.p.
- Company:
- Aptinyx Inc. (NASDAQ:APTX)
- Filing Date:
- 2018-07-03
- 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 | 2,921,734 | 3,290,079 | 2,921,734 | 3,290,079 | 2,921,734 | 8.7% |
| New Leaf Biopharma Opportunities I | 368,345 | 3,290,079 | 368,345 | 3,290,079 | 368,345 | 1.1% |
| New Leaf Venture Associates III | 2,921,734 | 3,290,079 | 2,921,734 | 3,290,079 | 2,921,734 | 8.7% |
| New Leaf BPO Associates I | 368,345 | 368,345 | 368,345 | 1.1% | ||
| New Leaf Venture Management III | 3,290,079 | 3,290,079 | 3,290,079 | 9.8% | ||
| Liam Ratcliffe | 0 | 0 | 3,290,079 | 9.8% | ||
| Ronald M. Hunt | 0 | 0 | 3,290,079 | 9.8% | ||
| Vijay K. Lathi | 0 | 0 | 3,290,079 | 9.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
APTINYX INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
03836N103
(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 25, 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. 03836N103 | Page 2 of 15 |
| 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
2,921,734 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
2,921,734 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
2,921,734 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
8.7%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | Based on 33,496,224 shares of Common Stock of the Issuer outstanding as of June 21, 2018, reported on the Issuers Prospectus filed with the Securities and Exchange Commission on June 21, 2018. |
| CUSIP No. 03836N103 | Page 3 of 15 |
| 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
368,345 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
368,345 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
368,345 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.1%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 03836N103 | Page 4 of 15 |
| 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
2,921,734 shares, all of which are owned by NLV III, except that (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
2,921,734 shares, all of which are owned by NLV III, 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
2,921,734 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
8.7%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 03836N103 | Page 5 of 15 |
| 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
368,345 shares, all of which are 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, (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
368,345 shares, all of which are 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, (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
368,345 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.1%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 03836N103 | Page 6 of 15 |
| 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
3,290,079 shares, of which (i) 2,921,734 shares are directly owned by NLV III, and (ii) 368,345 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
3,290,079 shares, of which (i) 2,921,734 shares are directly owned by NLV III, and (ii) 368,345 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
3,290,079 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.8%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 03836N103 | Page 7 of 15 |
| 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
3,290,079 shares, of which (i) 2,921,734 shares are directly owned by NLV III, and (ii) 368,345 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
3,290,079 shares, of which (i) 2,921,734 shares are directly owned by NLV III, and (ii) 368,345 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
3,290,079 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.8%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 03836N103 | Page 8 of 15 |
| 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
3,290,079 shares, of which (i) 2,921,734 shares are directly owned by NLV III, and (ii) 368,345 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
3,290,079 shares, of which (i) 2,921,734 shares are directly owned by NLV III, and (ii) 368,345 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
3,290,079 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.8%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 03836N103 | Page 9 of 15 |
| 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
3,290,079 shares, of which (i) 2,921,734 shares are directly owned by NLV III, and (ii) 368,345 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
3,290,079 shares, of which (i) 2,921,734 shares are directly owned by NLV III, and (ii) 368,345 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
3,290,079 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.8%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 03836N103 | Page 10 of 15 |
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share (the Common Stock), of Aptinyx Inc. (the Issuer), of the Issuer. The address of the principal executive offices of the Issuer is 909 Davis Street, Suite 600, Evanston, IL 60201.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of each of the following Reporting Persons pursuant to Rule 13d-1(k) of Regulation D-G under the Securities Exchange Act of 1934, as amended (the Exchange Act). 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). Ratcliffe, Hunt and Lathi (collectively, the Managers) are the sole managers of NLV Management III.
(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. 03836N103 | Page 11 of 15 |
Item 3. Source and Amount of Funds or Other Consideration.
On June 20, 2018, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-225150) in connection with its initial public offering of 6,399,999 shares of the Issuers Common Stock was declared effective.
On May 4, 2016, NLV III purchased 28,895,188 shares of Series A-1 convertible preferred stock convertible into 1,047,450 shares of Common Stock (after giving effect to a 27.58621-for-one conversion into Common Stock immediately prior to the closing of the Issuers Initial Public Offering (the IPO Conversion)) for a purchase price of $0.16472 per share, and an approximate aggregate purchase price of $4,759,615.37.
On February 2, 2017, NLV III purchased 33,022,786 shares of Series A-2 convertible preferred stock convertible into 1,197,076 shares of Common Stock (after giving effect to the IPO Conversion) for a purchase price of $0.23061 per share, and an approximate purchase price of $7,615,385.68.
In December 2017, (i) NLV III purchased 15,233,315 shares of Series B convertible preferred stock convertible into 552,208 shares of Common Stock (after giving effect to the IPO Conversion) for a purchase price of $0.29793 per share, and an approximate aggregate purchase price of $4,538,461.54, and (ii) Biopharma I purchased 6,712,986 shares of Series B convertible preferred stock convertible into 243,345 shares of Common Stock (after giving effect to the IPO Conversion) for a purchase price of $0.29793 per share, and an approximate aggregate purchase price of $2,000,000.81. The shares purchased in the aforementioned transactions are collectively referred to as the Pre-IPO Shares.
On June 25, 2018, (i) NLV III purchased 125,000 shares of Common Stock for an aggregate purchase price of $2,000,000.00 and (ii) Biopharma I purchased 125,000 shares of Common Stock for an aggregate purchase price of $2,000,000.00 (collectively, the IPO Shares).
Unless noted above, the source of funds for all purchases and acquisitions by NLV III and Biopharma I was from working capital. Certain purchases by NLV III were made using its working capital funded partially through a line of credit in the normal course of business and then paid down from the proceeds from investor capital calls. Except as noted above, no part of the purchase price was borrowed by either NLV III or Biopharma I for the purpose of acquiring any securities discussed in this Item 3.
Item 4. Purpose of Transaction.
The Reporting Persons consummated the transactions described herein in order to acquire an interest in the Issuer for investment purposes. The Reporting Persons expect to evaluate the Issuers financial condition and prospects and their respective interests in, and intentions with respect to, the Issuer and their respective investments in the securities of the Issuer, on an on-going basis, which review may be based on various factors, including the Issuers business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuers securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Person reserves the right to change its intentions, as it deems appropriate. In particular, each Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase or decrease its holdings in the Issuer that the Reporting Persons now own or may hereafter acquire.
Ratcliffe is a member of the Issuers board of directors.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do, however, reserve the right in the future to adopt such plans or proposals subject to compliance with applicable regulatory requirements.
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Item 5. Interest in Securities of the Issuer.
The information reported below is based on a total of 33,496,224 shares of Common Stock outstanding as reported on the Issuers Prospectus filed with the SEC on June 21, 2018.
(a,b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 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, disclaims beneficial ownership of such shares for all purposes, 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Certain of the Reporting Persons have agreed to enter into lock-up agreements (each a Lock-Up Agreement), pursuant to which such entities agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuers securities held by them for 180 days following the date of the underwriting agreement. The Form of Lock-Up Agreement is attached to this Schedule 13D as Exhibit B.
Certain of the Reporting Persons have entered into an investor rights agreement with the Issuer, certain directors of the Issuer and certain holders of shares of the Issuer. After the closing of the Offering, the shareholders party thereto are entitled to certain registration rights, including the right to demand that that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing. The Amended and Restated Investor Rights Agreement, dated December 11, 2017, is attached as Exhibit 4.2 to the Issuers Registration Statement on Form S-1 (File No. 333-225150) filed on May 23, 2018, and is incorporated herein by reference.
The Issuer has entered into an indemnification agreement with each of its directors, executive officers and key employees, including Hunt. The indemnification agreement, among other things, require the Issuer or will require the Issuer to indemnify Hunt (and in certain cases each of NLV III and Biopharma II) to the fullest extent permitted by applicable law, including indemnification of expenses such as attorneys fees, judgments, fines and settlement amounts incurred by Hunt in any action or proceeding, including any action or proceeding by or in right of the Issuer, arising out of his services as a director. The form of Indemnity Agreement for the Issuers directors and officers is attached as Exhibit 10.6 to the Issuers Registration Statement on Form S-1 (File No. 333-225150) filed on June 11, 2018, and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit A Joint Filing Agreement.
Exhibit B Form of Lock-up Agreement.
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Exhibit C Amended and Restated Investor Rights Agreement, dated December 11, 2017, filed on May 23, 2018 as Exhibit 4.2 to the Issuers Registration Statement on Form S-1 (File No. 333-225150), and incorporated herein by reference.
Exhibit D Form of Indemnification Agreement for board members and senior management, filed on June 11, 2018 as Exhibit 10.6 to the Issuers Registration Statement on Form S-1 (File No. 333-225150), and incorporated herein by reference.
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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.
Date: July 3, 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 L. 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 L. Slutzkin | |
| Chief Financial Officer | ||
| NEW LEAF VENTURE ASSOCIATES III, L.P. | ||
| By: | New Leaf Venture Management III, L.L.C. | |
| By: | /s/ Craig L. Slutzkin | |
| Chief Financial Officer | ||
| NEW LEAF BPO ASSOCIATES I, L.P. | ||
| By: | New Leaf Venture Management III, L.L.C. | |
| By: | /s/ Craig L. Slutzkin | |
| Chief Financial Officer | ||
| NEW LEAF VENTURE MANAGEMENT III, L.L.C. | ||
| By: | /s/ Craig L. Slutzkin | |
| Chief Financial Officer | ||
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| LIAM RATCLIFFE | ||
| By: | * | |
| Liam Ratcliffe | ||
| RONALD M. HUNT | ||
| By: | * | |
| Ronald M. Hunt | ||
| VIJAY K. LATHI | ||
| By: | * | |
| Vijay K. Lathi | ||
| *By: | /s/ Craig L. 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.]