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. ___)*
Eleven Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
286221106
(CUSIP Number)
Kevin Gillis
Third Rock Ventures, LLC
29 Newbury Street, 3rd Floor, Boston, MA 02116
(617) 585-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 11, 2014
(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).
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CUSIP NO. 286221106
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13D | Page 2 of 13 Pages |
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Third Rock Ventures, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0 shares
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|
|
8
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SHARED VOTING POWER
4,841,591 shares
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9
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SOLE DISPOSITIVE POWER
0 shares
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||
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10
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SHARED DISPOSITIVE POWER
4,841,591 shares
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,841,591 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP NO. 286221106
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13D | Page 3 of 13 Pages |
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Third Rock Ventures GP, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
4,841,591 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
4,841,591 shares
|
||
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11
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AGGREGATE AMO
UNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,841,591 shares
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||
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12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP NO. 286221106
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13D | Page 4 of 13Pages |
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
TRV GP, LLC
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
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||
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3
|
SEC USE ONLY
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||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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||
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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||
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
4,841,591 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
4,841,591 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,841,591 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP NO. 286221106
|
13D | Page 5 of 13 Pages |
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Mark J. Levin
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
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||
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3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
4,841,591 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
4,841,591 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,841,591 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
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CUSIP NO. 286221106
|
13D | Page 6 of 13 Pages |
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Kevin Starr
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
&
#xA0; (b) o
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3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
4,841,591 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
4,841,591 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,841,591 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
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CUSIP NO. 286221106
|
13D | Page 7 of 13 Pages |
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Dr. Robert I. Tepper
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
|
8
|
SHARED VOTING POWER
4,841,591 shares
|
||
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
10
|
SHARED DISPOSITIVE POWER
4,841,591 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,841,591 shares
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
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CUSIP NO. 286221106
|
13D | Page 8 of 13 Pages |
Schedule 13D
Item 1. Security and Issuer.
This statement relates to the common stock, $.001 par value (the “Common Stock”) of Eleven Biotherapeutics, Inc. (the “Issuer”) having its principal executive office at 215 First Street, Suite 400, Cambridge, MA 02142.
Item 2. Identity and Background.
This statement is being filed by:
(a) Third Rock Ventures, L.P. (“TRV”);
(b) Third Rock Ventures GP, L.P. (“TRV GP”), which is the sole general partner of TRV; and TRV GP, LLC (“TRV LLC”), which is the sole general partner of TRV GP; and
(c) Mark J. Levin (“Levin”), Kevin Starr (“Starr”), and Dr. Robert I. Tepper (“Tepper” and together with Levin and Starr, the “Managers”). The Managers are the managers of TRV LLC.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of each Reporting Person is Third Rock Ventures, 29 Newbury Street, 3rd Floor, Boston, MA 02116.
The principal business of TRV is to make, hold and dispose of equity and equity related investments in the life sciences, healthcare and medical device fields. The principal business of TRV GP is to act as the sole general partner of TRV. The principal business of TRV LLC is to act as the sole general partner of TRV GP. The principal business of each of the Managers is to manage TRV LLC, TRV GP, TRV 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.
TRV and TRV GP are limited partnerships organized under the laws of the State of Delaware. TRV LLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On February 5, 2014, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-193131) in connection with its initial public offering of 5,000,000 shares of Common Stock of the Issuer (the “IPO”) was declared effective. The closing of the IPO took place on February 11, 2014, and at such closing TRV purchased an aggregate of 551,482 shares of Common Stock at the IPO price of $10.00 per share. In addition, prior to the IPO, TRV purchased from the Issuer in a series of private transactions 330,708 shares of Common Stock, 20,750,000 shares of Series A Preferred Stock (“Series A Stock”), 3,058,281 shares of Series B Preferred Stock (“Series B Stock”), and Warrants to purchase 210,066 shares of Common Stock (the “Warrants”), for an aggregate purchase price of $26,123,091. Immediately prior to the closing of the IPO, the shares of Series A Stock, Series B Stock, and the Warrants held by TRV automatically converted into 4,290,109 shares of Common Stock of the Issuer. TRV now holds a total of 4,841,591 shares of the Issuer’s Common Stock (the “TRV Shares”).
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CUSIP NO. 286221106
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13D | Page 9 of 13 Pages |
The working capital of TRV was the source of the funds for the purchase of the TRV Shares. No part of the purchase price of the TRV Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the TRV Shares.
Item 4. Purpose of Transaction.
TRV acquired the TRV Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, TRV and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
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|
(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
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|
(b)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
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(c)
|
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
|
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
|
Any other material change in the Issuer’s business or corporate structure;
|
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(g)
|
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
|
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
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|
(i)
|
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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|
|
(j)
|
Any action similar to any of those enumerated above.
|
Item 5. Interest in Securities of the Issuer.
|
|
(a)
|
TRV is the record owner of the TRV Shares. As the sole general partner of TRV, TRV GP may be deemed to own beneficially the TRV Shares. As the sole general partner of TRV GP, TRV LLC may be deemed to own beneficially the TRV Shares. As members of TRV LLC, each of the Managers may be deemed to own beneficially the TRV Shares.
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Each Reporting Person disclaims beneficial ownership of the TRV Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 15,393,713 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(1), filed with Securities and Exchange Commission on February 6, 2014.
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CUSIP NO. 286221106
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13D | Page 10 of 13 Pages |
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets.
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(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
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(d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, TRV Shares beneficially owned by any of the Reporting Persons.
|
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(e)
|
Not applicable.
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Item 6.
|
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
|
TRV has entered into a lock-up agreement with the underwriters of the IPO pursuant to which TRV has generally agreed, subject to certain exceptions, not to directly or indirectly (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock for a period of 180 days after February 5, 2014, without the prior written consent of Citigroup Global Markets Inc. on behalf of the underwriters.
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.
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CUSIP NO. 286221106
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13D | Page 11 of 13 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.
EXECUTED this 21st day of February, 2014.
THIRD ROCK VENTURES, L.P.
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By:
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THIRD ROCK VENTURES GP, L.P.
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General Partner
|
|
By:
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TRV GP, LLC
|
General Partner
By: *
Kevin Gillis
Chief Financial Officer
THIRD ROCK VENTURES GP, L.P.
|
By:
|
TRV GP, LLC
|
General Partner
By: *
Kevi
n Gillis
Chief Financial Officer
TRV GP, LLC
By: *
Kevin Gillis
Chief Financial Officer
|
*
|
Mark J. Levin
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*
|
Kevin Starr
|
*
|
Dr. Robert I. Tepper
*By: /s/ Kevin Gillis
Kevin Gillis
As attorney-in-fact
This Schedule 13D was executed by Kevin Gillis on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
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CUSIP NO. 286221106
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13D | Page 12 of 13 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 Eleven Biotherapeutics, Inc.
EXECUTED this 21st day of February, 2014.
THIRD ROCK VENTURES, L.P.
|
By:
|
THIRD ROCK VENTURES GP, L.P.
|
|
|
General Partner
|
|
By:
|
TRV GP, LLC
|
General Partner
By: *
Kevin Gillis
Chief Financial Officer
THIRD ROCK VENTURES GP, L.P.
|
By:
|
TRV GP, LLC
|
General Partner
By: *
Kevin Gillis
Chief Financial Officer
TRV GP, LLC
By: *
Kevin Gillis
Chief Financial Officer
|
*
|
Mark J. Levin
|
*
|
Kevin Starr
|
*
|
Dr. Robert I. Tepper
*By: /s/ Kevin Gillis
Kevin Gillis
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Kevin Gillis on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
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CUSIP NO. 286221106
|
13D | Page 13 of 13 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kevin Gillis his 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 capacity as a direct or indirect general partner, director, officer, member 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 might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his 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 16th day of January, 2014.
/s/ Mark Levin
Mark Levin
/s/ Kevin P. Starr
Kevin P. Starr
/s/ Robert I. Tepper
Robert I. Tepper