Filing Details
- Accession Number:
- 0001193125-18-292337
- Form Type:
- 13D Filing
- Publication Date:
- 2018-10-03 19:59:04
- Filed By:
- Kearny Venture Partners Lp
- Company:
- Aadi Bioscience Inc. (NASDAQ:AADI)
- Filing Date:
- 2018-10-04
- 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 |
|---|---|---|---|---|---|---|
| Kearny Venture Associates | 0 | 0 | 0 | 0 | 0 | 0% |
| Caley Castelein ( 147 Castelein 148 ) | 0 | 0 | 0 | 0 | 0 | 0% |
| Richard Spalding ( 147 Spalding 148 ) | 0 | 0 | 0 | 0 | 0 | 0% |
| James Shapiro ( 147 Shapiro 148 ) | 270,907 | 0 | 270,907 | 0 | 270,907 | 0.07% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Aerpio Pharmaceuticals, Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
None
(CUSIP Number)
Kearny Venture Partners, L.P.
One Embarcadero, Suite 3700
San Francisco, CA 94111
Attn: Andrew Jensen
(415) 875-7776
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 24, 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-l(f) or 240.13d-l(g), check the following box. ☐
| * | 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. None
| 1. | Names of Reporting Persons
Kearny Venture Partners, L.P. (KVP) | |||||
| 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
-0- | ||||
| 8. | Shared Voting Power
-0- | |||||
| 9. | Sole Dispositive Power
-0- | |||||
| 10. | Shared Dispositive Power
-0- | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
-0- | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. None
| 1. | Names of Reporting Persons
Kearny Venture Partners Entrepreneurs Fund, L.P. (KVPE) | |||||
| 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
-0- | ||||
| 8. | Shared Voting Power
-0- | |||||
| 9. | Sole Dispositive Power
-0- | |||||
| 10. | Shared Dispositive Power
-0- | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
-0- | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Kearny Venture Associates, L.L.C. (KVA) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX 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
-0- | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Caley Castelein (Castelein) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
270,907 | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
270,907 | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,907 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.07% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Richard Spalding (Spalding) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
James Shapiro (Shapiro) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
Item 1. Security and Issuer
This Amendment No. 1 (this Amendment) to Schedule 13D filed on March 27, 2017 (the Schedule 13D) by (i) Kearny Venture Partners, L.P. (KVP), (ii) Kearny Venture Partners Entrepreneurs Fund, L.P. (KVPE), (iii) Kearny Venture Associates, L.L.C. (KVA), (iv) Caley Castelein (Castelein), (v) Richard Spalding (Spalding), and (vi) James Shapiro (Shapiro, and together with KVP, KVPE, KVA, Castelein and Spalding, the Reporting Persons) relates to the common stock, par value $0.0001 per share (the Common Stock) of Aerpio Pharmaceuticals, Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 9987 Carver Road, Cincinnati, Ohio 45242. Capitalized terms not defined herein shall have the meaning set forth in the Schedule 13D. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by adding the following after the last paragraph.
On September 24, 2018, KVP and KVPE made a distribution of its holdings in Aerpio Pharmaceuticals, Inc. and thereafter no longer beneficially owned any such securities. KVP distributed to its limited partners 1,571,475 shares of the common stock of the Issuer, representing 100% of KVPs ownership position in the Issuer. KVPE distributed to its limited partners 32,051 shares of the common stock of the Issuer, representing 100% of KVPEs ownership position in the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by deleting subsections (a)-(b) and replacing them with the following:
(a)-(b)
(1) Reporting Persons
Number of shares: 0
Percentage of shares: 0%
(2) KVP
Number of shares: 0
Percentage of shares: 0%
(3) KVPE
Number of shares: 0
Percentage of shares: 0%
(4) KVA
Number of shares: 0
Percentage of shares: 0%
(5) Castelein
Number of shares: 270,907
Percentage of shares: 0.07%
(6) Spalding
Number of shares: 0
Percentage of shares: 0%
(7) Shapiro
Number of shares: 0
Percentage of shares: 0%
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.
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.
Dated: October 3, 2018
| KEARNY VENTURE PARTNERS, L.P. | ||
| By: Kearny Venture Associates, LLC, its General Partner | ||
| By: | /s/ Caley Castelein | |
| Managing Director | ||
| KEARNY VENTURE ASSOCIATES, LLC | ||
| By: | /s/ Caley Castelein | |
| Managing Director | ||
| KEARNY VENTURE PARTNERS ENTREPRENEURS FUND, L.P. | ||
| By: | Kearny Venture Associates, L.L.C., Its General Partner | |
| By: | /s/ Caley Castelein | |
| Managing Director | ||
[Signatures continue on next page]
| CALEY CASTELEIN | ||
| By: | /s/ Caley Castelein | |
| Caley Castelein | ||
| RICHARD SPALDING | ||
| By: | /s/ Richard Spalding | |
| Richard Spalding | ||
| JAMES SHAPIRO | ||
| By: | /s/ James Shapiro | |
| James Shapiro | ||