Sec Form 13G Filing - MPM BioVentures IV QP LP @ CHIASMA INC

Sec Form 13G Filing - MPM BioVentures IV QP LP filing for CHIASMA INC (CHMA) - 2020-02-05

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, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Chiasma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

16706W 10 2

(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 person’s 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 15

CUSIP No. 16706W 10 2

*	Includes 1,196,908 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 2 of 15

CUSIP No. 16706W 10 2

*	Includes 46,112 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 3 of 15

CUSIP No. 16706W 10 2

*	Includes 34,033 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 4 of 15

CUSIP No. 16706W 10 2

*	Includes 105,398 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 5 of 15

CUSIP No. 16706W 10 2

Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV-QP, L.P. (“BV IV QP”), 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV GmbH & Co. Beteiligungs KG (“BV KG”) and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by MPM Bio IV NVS Strategic Fund, L.P. (“BV SF”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP, BV KG and BV SF.

Page 6 of 15

CUSIP No. 16706W 10 2

Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP, BV KG and BV SF.

Page 7 of 15

CUSIP No. 16706W 10 2

Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV4 LLC (“AM BV4”). MPM BioVentures IV GP LLC (“MPM IV GP”) and MPM BioVentures IV LLC (“MPM IV LLC”) are the direct and indirect general partners of BV IV QP, BV KG and BV SF. The Reporting Person is a member of MPM IV LLC.

Page 8 of 15

CUSIP No. 16706W 10 2

Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF. The Reporting Person is a member of MPM IV LLC.

Page 9 of 15

CUSIP No. 16706W 10 2

*	Includes 36,000 shares of Common Stock issuable pursuant to options which are exercisable within 60 days of December 31, 2019.

Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF. The Reporting Person is a member of MPM IV LLC.

Page 10 of 15


Item 1.

	(a)	Name of Issuer

		Chiasma, Inc.

	(b)	Address of Issuer’s Principal Executive Offices

		460 Totten Pond Road, Suite 530
		Waltham MA 02451

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 Bio IV NVS Strategic Fund, L.P.
		MPM BioVentures IV GP LLC
		MPM BioVentures IV 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 IV 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

		16706W 10 2

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

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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		4,019,574		1,196,908		5,216,482		0		5,216,482		0		5,216,482		12.1	%
BV KG		154,861		46,112		200,973		0		200,973		0		200,973		0.5	%
BV SF		1,447,562		105,398		1,552,960		0		1,552,960		0		1,552,960		3.7	%
AM BV4		114,299		34,033		148,332		0		148,332		0		148,332		0.4	%
BV IV GP(1)		0		0		0		6,970,415		0		6,970,415		6,970,415		16.1	%
BV IV LLC(2)		0		0		0		6,970,415		0		6,970,415		6,970,415		16.1	%
Luke Evnin(3)		0		0		0		7,118,747		0		7,118,747		7,118,747		16.4	%
Ansbert Gadicke(3)		0		0		0		7,118,747		0		7,118,747		7,118,747		16.4	%
Todd Foley(3)(4)		36,000		0		36,000		7,118,747		0		7,118,747		7,154,747		16.5	%

(1)

Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP, BV KG and BV SF.

(2)

(3)

Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF. The Reporting Person is a member of MPM IV LLC.

(4)	Includes 36,000 shares of Common Stock issuable pursuant to options which are exercisable within 60 days of December 31, 2019.

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

Page 12 of 15

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 13 of 15

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,	By:	MPM BioVentures IV GP LLC,
	its General Partner		in its capacity as the Managing Limited Partner

By:	MPM BioVentures IV LLC,	By:	MPM BioVentures IV LLC,
	its Managing Member		its Managing Member

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Member		Title: Member

MPM ASSET MANAGEMENT INVESTORS BV4 LLC		MPM BIO IV NVS STRATEGIC FUND, L.P.

		By:	MPM BioVentures IV GP LLC,
By:	/s/ Howard Rubin		its General Partner
	Name: Howard Rubin
	Title: Authorized Signatory	By:	MPM BioVentures IV LLC,
			its Managing Member

		By:	/s/ Luke Evnin
			Name: Luke Evnin
			Title: Member

MPM BIOVENTURES IV GP LLC		MPM BIOVENTURES IV LLC

By:	MPM BioVentures IV LLC,	By:	/s/ Luke Evnin
	its Managing Member	Name: Luke Evnin
		Title:	Member

By:	/s/ Luke Evnin
Name:	Luke Evnin
Title:	Member

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 14 of 15

Name of Reporting Persons

MPM BioVentures IV-QP, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC USE ONLY

Citizenship or Place of Organization

Delaware