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
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. 1)*
Tetraphase Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88165N105
(CUSIP Number)
December 31, 2014
(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)
x 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 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).
13 G
CUSIP No. 88165N105 | Page 2 of 9 Pages |
1 | Names of reporting persons
Excel Medical 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 | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
-See Item #5- | ||||
6 | Shared voting power
-See Item #5- | |||||
7 | Sole dispositive power
-See Item #5- | |||||
8 | Shared dispositive power
-See Item #5- | |||||
9 |
Aggregate amount beneficially owned by each reporting person
-See Item #5- | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9 & #xA0; -See Item #5-(2) | |||||
12 | Type of reporting person (see instructions)
PN |
(1) | This statement on Schedule 13G is filed by Excel Medical Fund, L.P (Excel Medical), Excel Medical Ventures, LLC (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans) and Juan Enriquez, (Enriquez and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
(2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13 G
CUSIP No. 88165N105 | Page 3 of 9 Pages |
1 | Names of reporting persons
Excel Medical Ventures, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
-See Item #5- | ||||
6 | Shared voting power
-See Item #5- | |||||
7 | Sole dispositive power
-See Item #5- | |||||
8 | Shared dispositive power
-See Item #5- | |||||
9 |
Aggregate amount beneficially owned by each reporting person
-See Item #5- | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9
-See Item #5-(2) | |||||
12 | Type of reporting person (see instructions)
OO |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
(2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13 G
CUSIP No. 88165N105 | Page 4 of 9 Pages |
1 | Names of reporting persons
Frederick R. Blume | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
United States of America | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
-See Item #5- | ||||
6 | Shared voting power
-See Item #5- | |||||
7 | Sole dispositive power
-See Item #5- | |||||
8 | Shared dispositive power
-See Item #5- | |||||
9 |
Aggregate amount beneficially owned by each reporting person
-See Item #5- | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9
-See Item #5-(2) | |||||
12 | Type of reporting person (see instructions)
IN |
(1) | This statement on Schedule 13G is filed by Excel Medical Fund, L.P (Excel Medical), Excel Medical Ventures, LLC (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans) and Juan Enriquez, (Enriquez and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
(2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13 G
CUSIP No. 88165N105 | Page 5 of 9 Pages |
1 | Names of reporting persons
Steven R. Gullans | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
| |||||
3 | 0; | SEC use only
| ||||
4 | Citizenship or place of organization
United States of America | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
-See Item #5- | ||||
6 | Shared voting power
-See Item #5- | |||||
7 | Sole dispositive power
-See Item #5- | |||||
8 | Shared dispositive power
-See Item #5- | |||||
9 |
Aggregate amount beneficially owned by each reporting person
-See Item #5- | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9
-See Item #5-(2) | |||||
12 | Type of reporting person (see instructions)
IN |
(1) | This statement on Schedule 13G is filed by Excel Medical Fund, L.P (Excel Medical), Excel Medical Ventures, LLC (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans) and Juan Enriquez, (Enriquez and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
(2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13 G
CUSIP No. 88165N105 | Page 6 of 9 Pages |
1 | Names of reporting persons
Juan Enriquez | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
United States of America | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
-See Item #5- | ||||
6 | Shared voting power
-See Item #5- | |||||
7 | Sole dispositive power
-See Item #5- | |||||
8 | Shared dispositive power
-See Item #5- | |||||
9 |
Aggregate amount beneficially owned by each reporting person
-See Item #5- | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9
-See Item #5-(2) | |||||
12 | Type of reporting person (see instructions)
IN |
(1) | This statement on Schedule 13G is filed by Excel Medical Fund, L.P (Excel Medical), Excel Medical Ventures, LLC (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans) and Juan Enriquez, (Enriquez and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
(2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13 G
CUSIP No. 88165N105 | Page 7 of 9 Pages |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (Common Stock), of Tetraphase Pharmaceuticals, Inc. (the Issuer).
Item 1(a) | Name of Issuer: |
Item 1(b) | Address of issuers principal executive offices: |
Tetraphase Pharmaceuticals, Inc.
480 Arsenal Street, Suite 110
Watertown, Massachusetts 02472
USA
Items 2(a) | Name of Reporting Persons filing: |
Excel Medical Fund, L.P. (Excel Medical)
Excel Medical Ventures, LLC (Excel)
Frederick R. Blume (Blume)
Steven R. Gullans (Gullans)
Juan Enriquez (Enriquez)
Item 2(b) | Address or principal business office or, if none, residence: |
Prudential Tower
800 Boylston Street, Suite 2825
Boston MA 02199
Item 2(c) | Citizenship: |
Name |
Citizenship or Place of Organization | |
Excel Medical | Delaware, United States of America | |
Excel | Delaware, United States of America | |
Blume | United States of America | |
Gullans | United States of America | |
Enriquez | United States of America |
Item 2(d) | Title of class of securities: |
Common Stock
Item 2(e) | CUSIP No.: |
88165N105
Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a: |
Not applicable.
13 G
CUSIP No. 88165N105 | Page 8 of 9 Pages |
Item 4 | Ownership |
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:
Reporting Persons |
Shares of |
Sole Voting |
Shared Voting Power (1) |
Sole Dispositive |
Shared |
Beneficial (1) |
Percentage | |||||||
Excel Medical | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | |||||||
Excel | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | |||||||
Blume | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | |||||||
Gullans | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | |||||||
Enriquez | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- | -See Item #5- |
(1) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
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 x.
Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
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 Group |
Not applicable.
Item 10 | Certifications |
Not applicable.
13 G
CUSIP No. 88165N105 | Page 9 of 9 Pages |
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: February 5, 2015
EXCEL MEDICAL FUND, L.P. | ||
BY: | EXCEL MEDICAL VENTURES, LLC | |
ITS: | GENERAL PARTNER | |
By: | /s/ Steven R. Gullans | |
Manager | ||
EXCEL MEDICAL VENTURES, LLC | ||
/s/ Steven R. Gullans | ||
Manager | ||
/s/ Frederick R. Blume | ||
Frederick R. Blume | ||
/s/ Steven R. Gullans | ||
Steven R. Gullans | ||
/s/ Juan Enriquez | ||
Juan Enriquez |
Exhibit(s):
Exhibit 99.1: | Joint Filing Statement |