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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Conatus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
20600T108
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* | 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 the disclosures provided in a prior cover page. |
The information required in 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).
Page 1 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures IV-QP, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 2 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures IV GmbH & Co. Beteiligungs KG | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Germany |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 3 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM Asset Management Investors BV4 LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
Sole Voting Power
0
Shared Voting Power
0
Sole Dispositive Power
0
Shared Dispositive Power
0
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 4 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures V, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 5 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM Asset Management Investors BV5 LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 6 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM Bio 2014 NVS Strategic Fund, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Bermuda |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 7 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures IV GP LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 8 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures IV LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 9 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures V GP LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 10 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures V LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 11 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures 2014 NVS Strategic Fund GP LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 12 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
MPM BioVentures 2014 LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 13 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
Luke Evnin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
Page 14 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
Ansbert Gadicke | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
Page 15 of 22
CUSIP No. 20600T108
1. | Name of Reporting Persons
Todd Foley | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
Page 16 of 22
Item 1.
(a) | Name of Issuer |
Conatus Pharmaceuticals, Inc.
(b) | Address of Issuers Principal Executive Offices |
16745 West Bernardo Drive, Suite 200
San Diego, CA 92127
Item 2.
(a) | Name of Person Filing |
MPM BioVentures IV-QP, L.P.
MPM BioVentures IV GmbH & Co. Beteiligungs KG
MPM Asset Management Investors BV4 LLC
MPM BioVentures V, L.P.
MPM Asset Management Investors BV5 LLC
MPM BioVentures IV GP LLC
MPM BioVentures IV LLC
MPM BioVentures V GP LLC
MPM BioVentures V LLC
MPM Bio 2014 NVS Strategic Fund, L.P.
MPM BioVentures 2014 NVS Strategic Fund GP LLC
MPM BioVentures 2014 LLC
Luke Evnin
Ansbert Gadicke
Todd Foley
(b) | Address of Principal Business Office or, if none, Residence |
c/o MPM Capital LLC
450 Kendall Street
Cambridge, MA 02142
(c) | Citizenship |
All entities were organized in Delaware except MPM BioVentures IV GmbH & Co. Beteiligungs KG, which was organized in Germany and MPM Bio 2014 NVS Strategic Fund, L.P., which was organized in Bermuda. The individuals are all United States citizens.
(d) | Title of Class of Securities |
Common Stock
(e) | CUSIP Number |
20600T108
Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
Page 17 of 22
Item 4. | Ownership |
MPM Entity |
Shares Held Directly |
Shares Issuable Upon Exercise of Warrants Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class |
||||||||||||||||||||||||
BV IV QP |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
BV KG |
0 | A0; | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | ||||||||||||||||||||||
AM BV4 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
BV V |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
AM BV5 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
Bio 2014 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
BV IV GP |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
BV IV LLC |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
BV V GP |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
BV V LLC |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
Bio 2014 NVS |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
Bio 2014 LLC |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
Luke Evnin |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
Ansbert Gadicke |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | |||||||||||||||||||||||
Todd Foley |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % |
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
Item 8. | Identification and Classification of Members of the Group |
Not Applicable
Item 9. | Notice of Dissolution of a Group |
Not Applicable
Item 10. | Certification |
Not Applicable
Page 18 of 22
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2020
MPM BIOVENTURES IV-QP, L.P. | MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS | |||||||
KG | ||||||||
By: | MPM BioVentures IV GP LLC, | |||||||
its General Partner | By: | MPM BioVentures IV GP LLC, | ||||||
in its capacity as the Managing Limited Partner | ||||||||
By: | MPM BioVentures IV LLC, | |||||||
its Managing Member | By: | MPM BioVentures IV LLC, | ||||||
its Managing Member | ||||||||
By: | /s/ Luke Evnin |
|||||||
Name: Luke Evnin | By: | /s/ Luke Evnin | ||||||
Title: Member | Name: Luke Evnin | |||||||
Title: Member | ||||||||
MPM ASSET MANAGEMENT INVESTORS BV4 LLC | MPM BIOVENTURES V, L.P. | |||||||
By: | MPM BioVentures IV LLC | By: | MPM BioVentures V GP LLC, | |||||
its Manager | its General Partner | |||||||
By: | /s/ Howard Rubin |
By: | MPM BioVentures V LLC, | |||||
Name: Howard Rubin | its Managing Member | |||||||
Titl e: Authorized Signatory | ||||||||
By: | /s/ Luke Evnin | |||||||
Name: Luke Evnin | ||||||||
Title: Member | ||||||||
MPM ASSET MANAGEMENT INVESTORS BV5 LLC | MPM BIOVENTURES IV GP LLC | |||||||
By: | MPM BioVentures V LLC | By: | MPM BioVentures IV LLC, | |||||
its Manager | its Managing Member | |||||||
By: | /s/ Howard Rubin |
|||||||
Name: Howard Rubin | By: | /s/ Luke Evnin | ||||||
Title: Authorized Signatory | Name: | Luke Evnin | ||||||
Title: | Member | |||||||
MPM BIOVENTURES IV LLC | ||||||||
By: | /s/ Luke Evnin |
|||||||
Name: | Luke Evnin | |||||||
Title: | Member |
MPM BIOVENTURES V GP LLC | MPM BIOVENTURES V LLC | |||||||||
By: | MPM BioVentures V LLC, | By: | /s/ Luke Evnin | |||||||
its Managing Member | Name: | Luke Evnin | ||||||||
Title: | Member | |||||||||
By: | /s/ Luke Evnin |
|||||||||
Name: | Luke Evnin | |||||||||
Title: | Member |
Page 19 of 22
MPM BIO 2014 NVS STRATEGIC FUND, L.P. | MPM BIOVENTURES 2014 NVS | |||||||
STRATEGIC FUND GP LLC | ||||||||
By: | MPM BioVentures 2014 NVS Strategic | |||||||
Fund GP LLC, | By: | MPM BioVentures 2014 LLC, | ||||||
its General Partner | its Managing Member | |||||||
By: | MPM BioVentures 2014 LLC, | |||||||
its Managing Member | By: | /s/ Luke Evnin | ||||||
Name: | Luke Evnin | |||||||
By: | /s/ Luke Evnin |
Title: | Managing Director | |||||
Name: Luke Evnin | ||||||||
Title: Managing Director | ||||||||
MPM BIOVENTURES 2014 LLC | ||||||||
By: | /s / Luke Evnin |
|||||||
Name: | Luke Evnin | |||||||
Title: | Managing Director | |||||||
By: | /s/ Luke Evnin |
By: | /s/ Ansbert Gadicke | |||||
Name: Luke Evnin | Name: Ansbert Gadicke | |||||||
By: | /s/ Todd Foley |
|||||||
Name: Todd Foley |
EXHIBITS
A: | Joint Filing Agreement |
Page 20 of 22