Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
PHARMATHENE, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
42224H104
(CUSIP Number)
LUKE EVNIN
MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MASSACHUSETTS 02142
TELEPHONE: (617) 425-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 24, 2016
(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. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule is filed by MPM BioVentures III, L.P. (BV III), MPM BioVentures III-QP, L.P. (BV III QP ), MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG), MPM BioVentures III Parallel Fund, L.P. (BV III PF), MPM BioVentures III GP, L.P. (BV III GP), MPM BioVentures III LLC (BV III LLC) and MPM Asset Management Investors 2004 BVIII LLC (AM LLC) (collectively, the MPM Entities) and Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler (collectively, the Listed Persons and together with the MPM Entities, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III-QP, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III GmbH & Co. Beteiligungs KG | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
Germany | |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III Parallel Fund, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
MPM Asset Management Investors 2004 BVIII LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III GP, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
Germany | |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Luke Evnin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
United States | |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Ansbert Gadicke | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
United States | |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Nicholas Galakatos | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
United States | |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Dennis Henner | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
United States | |||||
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 | |||||
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| ||||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Nicholas Simon III | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
United States | |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Michael Steinmetz | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
United States | |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
CUSIP No. 42224H104
1. | Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Kurt Wheeler | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
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
United States | |||||
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)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
This Amendment No. 4 to Schedule 13D (this Amendment No. 4) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on August 14, 2007, as amended by Amendment No. 1 to Schedule 13D originally filed with the SEC on August 4, 2009, Amendment No. 2 to Schedule 13D originally filed with the SEC on December 27, 2010 and Amendment No. 3 to Schedule 13D originally filed with the SEC on February 12, 2016 (as amended, the Original Schedule 13D). The persons filing this statement are MPM BioVentures III, L.P. (BV III), MPM BioVentures III-QP, L.P. (BV III QP), MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG), MPM BioVentures III Parallel Fund, L.P. (BV III PF), MPM Asset Management Investors 2004 BVIII LLC (AM LLC), MPM BioVentures III GP, L.P. (BV III GP), MPM BioVentures III LLC (BV III LLC) (collectively, the MPM Entities) and Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz, Kurt Wheeler, Nicholas Simon III and Dennis Henner (collectively, the Listed Persons and together with the MPM Entities, the Filing Persons). The Original Schedule 13D, as amended by this Amendment No. 4 (the Schedule 13D), relates to the common stock, par value $0.0001 per share (the Common Stock), of Pharmathene, Inc. (the Issuer). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Original Schedule 13D. This Amendment No. 4 amends the Original Schedule 13D as specifically set forth herein. Except as set forth below, all previous Items in the Original Schedule 13D remain unchanged.
Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
On March 1, 2016, BV III sold 30,539 shares, BV III QP sold 454,180 shares, BV III KG sold 38,382 shares, BV III PF sold 13,717 shares and AM LLC sold 10,796 shares of the Issuers Common Stock in the open market for aggregate gross proceeds of $903,563.
On March 24, 2016, BV III sold 167,310 shares, BV III QP sold 2,488,119 shares, BV III KG sold 210,270 shares, BV III PF sold 75,150 shares and AM LLC sold 59,151 shares of the Issuers Common Stock in a private transaction for aggregate gross proceeds of $4,950,000.
Item 5. | Interest in Securities of the Issuer. |
Item 5. Interest in Securities of the Issuer is hereby amended and restated in its entirety as follows:
(a) (b) The following information with respect to the ownership of the Issuers securities by the persons filing this Statement is provided as of the date of this filing:
MPM Entity |
Shares Held Directly |
Options Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (1) |
||||||||||||||||||||||||
BV III |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
BV III QP |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
BV III KG |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
BV III PF |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
AM LLC |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
BV III GP |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % |
MPM Entity |
Shares Held Directly |
Options Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (1) |
||||||||||||||||||||||||
BV III LLC |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
Luke Evnin |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
Ansbert Gadicke |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
Nicholas Galakatos |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
Michael Steinmetz |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
Kurt Wheeler |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
Nicholas Simon III |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||||
Dennis Henner |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % |
(c) On March 1, 2016, the Reporting Persons sold the following shares of Common Stock in the open market:
Date of Sale |
Sold By |
Shares Sold |
Price Per Share |
|||||||
3/1/16 | BV V | 30,539 | $ | 1.65 | ||||||
3/1/16 | BV III QP | 454,180 | $ | 1.65 | ||||||
3/1/16 | BV III KG | 38,382 | $ | 1.65 | ||||||
3/1/16 | BV III PF | 13,717 | $ | 1.65 | ||||||
3/1/16 | AM LLC | 10,796 | $ | 1.65 |
On March 23, 2016, the Reporting Persons sold the following shares of Common Stock in a private transaction:
Date of Sale |
Sold By |
Shares Sold |
Price Per Share |
|||||||
3/24/16 | BV V | 167,310 | $ | 1.65 | ||||||
3/24/16 | BV III QP | 2,488,119 | $ | 1.65 | ||||||
3/24/16 | BV III KG | 210,270 | $ | 1.65 | ||||||
3/24/16 | BV III PF | 75,150 | $ | 1.65 | ||||||
3/24/16 | AM LLC | 59,151 | $ | 1.65 |
These are the only transactions by the Reporting Persons involving the Issuers securities since the filing of Amendment No. 3 to the Schedule 13D on February 12, 2016.
(d) Inapplicable.
(e) On March 24, 2016, the Reporting Persons ceased to be beneficial owners of more than 5% of the issued and outstanding Common Stock of the Company. The reporting obligations of the Reporting Persons with respect to the Common Stock pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder are therefore terminated.
Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Original Schedule 13D is hereby supplemented by adding the following in appropriate numerical order:
Exhibit No. |
Description< /p> | |
1. | Agreement regarding joint filing of Schedule 13D. |
SIGNATURES
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: March 29, 2016
MPM BIOVENTURES III, L.P. | MPM BIOVENTURES III-QP, L.P. | |||||||
By: | MPM BioVentures III GP, L.P., | By: | MPM BioVentures III GP, L.P., | |||||
its General Partner | its General Partner | |||||||
By: | MPM BioVentures III LLC, | By: | MPM BioVentures III LLC, | |||||
its General Partner | its General Partner | |||||||
By: | /s/ Luke Evnin |
By: | /s/ Luke Evnin | |||||
Name: Luke Evnin | Name: Luke Evnin | |||||||
Title: Series A Member | Title: Series A Member | |||||||
MPM BIOVENTURES III PARALLEL FUND,L.P. | MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG | |||||||
By: | MPM BioVentures III GP, L.P., | By: | MPM BioVentures III GP, L.P., | |||||
its General Partner | in its capacity as the Managing Limited Partner | |||||||
By: | MPM BioVentures III LLC, | By: | MPM BioVentures III LLC, | |||||
its General Partner | its General Partner | |||||||
By: | /s/ Luke Evnin |
By: | /s/ Luke Evnin | |||||
Name: Luke Evnin | Name: Luke Evnin | |||||||
Title: Series A Member | Title: Series A Member | |||||||
MPM ASSET MANAGEMENT INVESTORS 2004 BVIII LLC | MPM BIOVENTURES III GP, L.P. | |||||||
By: | /s/ Luke Evnin |
By: | MPM BioVentures III LLC, | |||||
Name: Luke Evnin | its General Partner | |||||||
Title: Manager | ||||||||
By: | /s/ Luke Evnin | |||||||
Name: Luke Evnin | ||||||||
Title: Series A Member | ||||||||
MPM BIOVENTURES III LLC | ||||||||
By: | /s/ Luke Evnin |
/s/ Luke Evnin | ||||||
Name: Luke Evnin | Luke Evnin | |||||||
Title: Series A Member |
/s/ Ansbert Gadicke |
/s/ Nicholas Galakatos | |||||||
Ansbert Gadicke | Nicholas Galakatos | |||||||
/s/ Michael Steinmetz |
/s/ Kurt Wheeler | |||||||
Michael Steinmetz | Kurt Wheeler | |||||||
/s/ Nicholas Simon III |
/s/ Dennis Henner | |||||||
Nicholas Simon III | Dennis Henner |
SCHEDULE I
General Partners/Members:
Luke Evnin
c/o MPM Asset Management
450 Kendall Street
Cambridge, Massachusetts 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2004 BVIII LLC
Citizenship: USA
Ansbert Gadicke
c/o MPM Asset Management
450 Kendall Street
Cambridge, Massachusetts 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2004 BVIII LLC
Citizenship: USA
Nicholas Galakatos
c/o MPM Asset Management
450 Kendall Street
Cambridge, Massachusetts 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2004 BVIII LLC
Citizenship: USA
Michael Steinmetz
c/o MPM Asset Management
450 Kendall Street
Cambridge, Massachusetts 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2004 BVIII LLC
Citizenship: USA
Kurt Wheeler
c/o MPM Asset Management
450 Kendall Street
Cambridge, Massachusetts 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2004 BVIII LLC
Citizenship: USA
Nicholas Simon III
c/o MPM Asset Management
450 Kendall Street
Cambridge, Massachusetts 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2004 BVIII LLC
Citizenship: USA
Dennis Henner
c/o MPM Asset Management
450 Kendall Street
Cambridge, Massachusetts 02142
Principal Occupation: Series A member of the general partner of the general partner of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel Fund, L.P. and MPM BioVentures III GmbH & Co. Beteiligungs KG and manager of MPM Asset Management Investors 2004 BVIII LLC
Citizenship: USA
Exhibit Index
Exhibit No. |
Description | |
1. | Agreement regarding joint filing of Schedule 13D. |