Sec Form 13G Filing - ADVENT VENTURE PARTNERS LLP filing for HISTOGEN INC (HSTO) - 2014-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Venture Partners LLP

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Management III L.P.

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Management III Ltd

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Management IV L.P.

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Management IV Ltd

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Private Equity Fund III “A” L.P.

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Private Equity Fund III “B” L.P.

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Private Equity Fund III “C” L.P.

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Private Equity Fund III “D” L.P.

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Private Equity Fund III “Affiliates” L.P.

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Private Equity Fund III GmbH & Co K.G..

2

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

(a)

o

(b)

o

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
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 20600T108

13G

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):

Advent Private Equity Fund IV L.P.

2

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

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,243,503 (See Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,243,503 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,503 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.3% (See Item 4)

12

Type of Reporting Person (See Instructions)
PN

Item 1(a)

Name of Issuer:
Conatus Pharmaceuticals Inc. (the “Company”)

Item 1(b)

Address of Issuer’s Principal Executive Offices:
The Company’s principal executive offices are at 4365 Executive Drive, Suite 200, San Diego, California 92121.

Item 2(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act:  Advent Venture Partners LLP, Advent Management III L.P., Advent Management III Ltd, Advent Management IV L.P., Advent Management IV Ltd, Advent Private Equity Fund III “A” L.P., Advent Private Equity Fund III “B” L.P., Advent Private Equity Fund III “C” L.P., Advent Private Equity Fund III “D” L.P., Advent Private Equity Fund III “Affiliates” L.P., Advent Private Equity Fund III GmbH & Co K.G. and Advent Private Equity Fund IV L.P. (each a “Reporting Person” and, collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2014, a copy of which is attached as Exhibit A to this Statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

With the exception of Advent Private Equity Fund III GmbH & Co K.G., the address of the principal business office of each of the Reporting Persons is 158-160 North Gower Street, London NW1 2ND, U.K.

The principal business office of Advent Private Equity Fund III GmbH & Co K.G. is Theresienstrasse 6, Munich 80333, Germany.

Item 2(c)

Citizenship:

With the exception of Advent Private Equity Fund III GmbH & Co K.G., each Reporting Person was organized under the laws of the United Kingdom.

Advent Private Equity Fund III GmbH & Co K.G. was formed under the laws of Germany.

Item 2(d)

Title of Class of Securities:
Common Stock, par value $0.0001 per share (the “Common Stock”)

CUSIP No. 20600T108

13G

Item 2(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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

o

Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not applicable.

Item 4

Ownership:

(a)

Amount beneficially owned:   

Each of the Reporting Persons may be deemed to beneficially own 2,243,503 shares of Common Stock.

As of December 31, 2013: Advent Private Equity Fund III “A” L.P. was the beneficial owner of 799,538 shares of Common Stock (consisting of (i) 772,216 shares of Common Stock and (ii) a warrant to purchase 27,322 shares of Common Stock exercisable immediately at a price calculated in accordance with the terms of the warrant (“Warrants”); Advent Private Equity Fund II I “B” L.P. was the

CUSIP No. 20600T108

13G

beneficial owner of 391,777 shares of Common Stock (consisting of (i) 378,389 shares of Common Stock and (ii) 13,388 Warrants) ; Advent Private Equity Fund III “C” L.P. was the beneficial owner of 109,284 shares of Common Stock (consisting of (i) 105,549 shares of Common Stock and (ii) 3,735 Warrants); Advent Private Equity Fund “D” L.P. was the beneficial owner of 214,960 shares of Common Stock (consisting of (i) 207,614 shares of Common Stock and (ii) 7,346 Warrants); Advent Private Equity Fund III “Affiliates” L.P. was the beneficial owner of 25,772 shares of Common Stock (consisting of (i) 24,891 shares of Common Stock and (ii) 881 Warrants); Advent Private Equity Fund III GmbH & Co K.G. was the beneficial owner of 30,928 shares of Common Stock (consisting of (i) 29,871 shares of Common Stock and (ii) 1,057 Warrants); Advent Management III L.P. was the beneficial owner of 7,729 shares of Common Stock (consisting of (i) 7,465 shares of Common Stock and (ii) 264 Warrants); Advent Private Equity Fund IV L.P. was the beneficial owner of 656,950 shares of Common Stock (consisting of (i) 634,500 shares of Common Stock and (ii) 22,450 Warrants) and Advent Management IV L.P. was the beneficial owner of 6,565 shares of Common Stock (consisting of (i) 6,341 shares of Common Stock and (ii) 224 Warrants).  By virtue of the affiliate relationships among the Reporting Persons, each Reporting Person, including Advent Venture Partners LLP, may be deemed to beneficially own in the aggregate 2,243,503 shares of Common Stock.

Pursuant to Rule 13d-4 of the Act, each of the Reporting Persons expressly disclaims ownership of any shares of the Company, except for Advent Private Equity Fund III “A” L.P., Advent Private Equity Fund “B” L.P., Advent Private Equity Fund III “C” L.P., Advent Private Equity Fund “D” L.P., Advent Private Equity Fund III “Affiliates” L.P., Advent Private Equity Fund III GmbH & Co K.G., Advent Management III L.P., Advent Private Equity Fund IV L.P. and Advent Management IV L.P., in each case, for the shares with respect to which it is listed as a beneficial owner in the previous paragraph.

(b)

Percent of class:   

Each Reporting Person may be deemed to beneficially own 14.3% of the outstanding shares of Common Stock.

All percentages calculated in this Schedule 13G are based upon an aggregate of 15,696,546 shares of Common Stock, which includes (i) 15,619,879 shares of Common Stock outstanding as of October 31, 2013 as disclosed in the Company’s Annual Report on Form 10-Q filed on November 14, 2013 and (ii) 76,667 Warrants.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Item 5 on the cover pages hereto.

CUSIP No. 20600T108

13G

(ii)

Shared power to vote or to direct the vote:

See Item 6 on the cover pages hereto.

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 on the cover pages hereto.

(iv)

Shared power to dispose or to direct the disposition of:

See Item 8 on the cover pages hereto.

Item 5

Ownership of Five Percent or Less of a Class:

Not Applicable.

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:

Not Applicable.

Item 8

Identification and Classification of Members of the Group:

Not applicable.  The Reporting Persons expressly disclaim membership in a “group” as used in Section 13d-1(b)(1)(ii)(K).

Item 9

Notice of Dissolution of Group:

Not Applicable.

Item 10

Certification:

Not Applicable.

ADVENT VENTURE PARTNERS LLP

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

ADVENT MANAGEMENT III L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Management III L.P.

ADVENT MANAGEMENT III LTD

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Management III Ltd

ADVENT MANAGEMENT IV L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Management IV L.P.

ADVENT MANAGEMENT IV LTD

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Management IV Ltd

ADVENT PRIVATE EQUITY FUND III “A” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “A” L.P.

ADVENT PRIVATE EQUITY FUND III “B” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “B” L.P.

ADVENT PRIVATE EQUITY FUND III “C” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “C” L.P.

ADVENT PRIVATE EQUITY FUND III “D” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “D” L.P.

ADVENT PRIVATE EQUITY FUND III “AFFILIATES” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “Affiliates” L.P.

ADVENT PRIVATE EQUITY FUND III GmbH & Co K.G.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III GmbH & Co K.G.

ADVENT PRIVATE EQUITY FUND IV L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund IV L.P.

ADVENT VENTURE PARTNERS LLP

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

ADVENT MANAGEMENT III L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Management III L.P.

ADVENT MANAGEMENT III LTD

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Management III Ltd

ADVENT MANAGEMENT IV L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Management IV L.P.

ADVENT MANAGEMENT IV LTD

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Management IV Ltd

ADVENT PRIVATE EQUITY FUND III “A” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “A” L.P.

ADVENT PRIVATE EQUITY FUND III “B” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “B” L.P.

ADVENT PRIVATE EQUITY FUND III “C” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “C” L.P.

ADVENT PRIVATE EQUITY FUND III “D” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “D” L.P.

ADVENT PRIVATE EQUITY FUND III “AFFILIATES” L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III “Affiliates” L.P.

ADVENT PRIVATE EQUITY FUND III GmbH & Co K.G.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund III GmbH & Co K.G.

ADVENT PRIVATE EQUITY FUND IV L.P.

By:

/s/ Leslie Gabb

General Partner of Advent Venture Partners LLP

acting in its capacity as Manager of

Advent Private Equity Fund IV L.P.