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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Clovis Oncology, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
189464100
(CUSIP Number)
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600
Timonium, MD 21093
(410) 842-4000(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 14, 2015
(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. o
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 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 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. 189464100
|
13D | Page 2 of 9 Pages |
Schedule 13D
Item 1. Security and Issuer.
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends the Schedule 13D originally filed on November 28, 2011 relating to the Common Stock, $0.001 par value (the “Common Stock”) of Clovis Oncology, Inc. (the “Issuer”) having its principal executive office at 2525 28th Street, Suite 100, Boulder, Colorado 80301.
Item 2. Identity and Background.
This statement is being filed by New Enterprise Associates 13, L.P. (“NEA 13”); NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13; NEA 13 GP, LTD (“NEA 13 GP”), which is the sole general partner of NEA Partners 13; and Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”), David M. Mott (“Mott”), Scott D. Sandell (“Sandell”), Ravi Viswanathan (“Viswanathan”) and Harry R. Weller (“Weller”) (collectively, the “Directors”), Ryan D. Drant (“Drant”) and C. Richard Kramlich (“Kramlich”). The Directors are the directors of NEA 13 GP.
The persons named in this Item 2 are sometimes referred to collectively herein as the “Reporting Persons.”
The address of the principal business office of NEA 13, NEA Partners 13 and NEA 13 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Kolluri, Sandell and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barrett
, Barris, Kerins, Mott and Weller is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
The principal business of NEA 13 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 13 is to act as the general partner of NEA 13. The principal business of NEA 13 GP is to act as the general partner of NEA Partners 13. The principal business of each of the Directors is to act as a director of NEA 13 GP and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of NEA 13 and NEA Partners 13 is an exempted limited partnership organized under the laws of the Cayman Islands. NEA 13 GP is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
Item 5. Interest in Securities of the Issuer.
Each of the Reporting Persons has ceased to beneficially own five percent (5%) or more of the Issuer’s Common Stock.
|
CUSIP No. 189464100
|
13D | Page 3 of 9 Pages |
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
|
|
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
|
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
|
CUSIP No. 189464100
|
13D | Page 4 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 18, 2015
NEW ENTERPRISE ASSOCIATES 13, L.P.
|
By:
|
NEA PARTNERS 13, L.P.
|
|
|
General Partner
|
|
By:
|
NEA 13 GP, LTD
|
General Partner
By: *
Peter J. Barris
Director
NEA PARTNERS 13, L.P.
|
By:
|
NEA 13 GP, LTD
|
General Partner
By: *
Peter J. Barris
Director
NEA 13 GP, LTD
By: *
Peter J. Barris
Director
|
*
|
Michael James Barrett
|
*
|
Peter J. Barris
|
*
|
Forest Baskett
|
*
|
Ryan D. Drant
|
CUSIP No. 189464100
|
13D | Page 5 of 9 Pages |
|
*
|
Patrick J. Kerins
|
*
|
Krishna S. Kolluri
|
*
|
C. Richard Kramlich
|
*
|
|
*
|
Scott D. Sandell
|
*
|
Ravi Viswanathan
|
*
|
Harry R. Weller
|
*/s/ Sasha O. Keough
|
||||
|
|
Sasha O. Keough
|
|||
|
|
As attorney-in-fact
|
This Amendment No. 1 to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
|
CUSIP No. 189464100
|
13D | Page 6 of 9 Pages |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Clovis Oncology, Inc.
EXECUTED this 18th day of May, 2015
NEW ENTERPRISE ASSOCIATES 13, L.P.
|
By:
|
NEA PARTNERS 13, L.P.
|
|
|
General Partner
|
|
By:
|
NEA 13 GP, LTD
|
General Partner
By: *
Peter J. Barris
Director
NEA PARTNERS 13, L.P.
|
By:
|
NEA 13 GP, LTD
|
General Partner
By: *
Peter J. Barris
Director
NEA 13 GP, LTD
By: *
Peter J. Barris
Director
|
*
|
Michael James Barrett
|
*
|
Peter J. Barris
|
*
|
Forest Baskett
|
*
|
Ryan D. Drant
|
CUSIP No. 189464100
|
13D | Page 7 of 9 Pages |
|
*
|
Patrick J. Kerins
|
*
|
Krishna S. Kolluri
|
*
|
C. Richard Kramlich
|
*
|
|
*
|
Scott D. Sandell
|
*
|
Ravi Viswanathan
|
*
|
Harry R. Weller
|
*/s/ Sasha O. Keough
|
||||
|
|
Sasha O. Keough
|
|||
|
|
As attorney-in-fact
|
This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
|
CUSIP No. 189464100
|
13D | Page 8 of 9 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Rohini Chakravarthy
Rohini Chakravarthy
/s/ Patrick Chung
Patrick Chung
/s/ Ryan Drant
Ryan Drant
/s/ Anthony A. Florence
Anthony A. Florence
/s/ Robert Garland
Robert Garland
/s/ Paul Hsiao
Paul Hsiao
/s/ Patrick J. Kerins
Patrick J. Kerins
|
CUSIP No. 189464100
|
13D | Page 9 of 9 Pages |
/s/ Suzanne King
Suzanne King
/s/ Krishna S. Kolluri
Krishna S. Kolluri
/s/ C. Richard Kramlich
C. Richard Kramlich
/s/ Edward Mathers
Edward Mathers
/s/ David M. Mott
David M. Mott
/s/ John M. Nehra
John M. Nehra
/s/ Charles W. Newhall III
Charles W. Newhall III
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
|
|
Scott D. Sandell
|
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Harry Weller
Harry Weller