Sec Form 13G Filing - MORGENTHALER VENTURE PARTNERS IX LP filing for CALITHERA BIOSCIENCES INC (CALA) - 2018-02-14

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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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 2)*

 

Calithera Biosciences, Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

13089P101

 

(CUSIP Number)

 

December 31, 2017

 

(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)

 

xRule 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 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).

 

(Continued on following pages)

  

 

Page 1 of 17

Exhibit Index on Page 15 

 

 

 

 

CUSIP #13089P101Page 2 of 17

 

< /table>

 

 

1

NAME OF REPORTING PERSONS

 

Morgenthaler Venture Partners IX, L.P. (“Morgenthaler IX”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

PN

       
CUSIP #13089P101Page 3 of 17

 

1

NAME OF REPORTING PERSONS

 

Morgenthaler Management Partners IX, LLC (“Morgenthaler IX GP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

OO

       

 

 

CUSIP #13089P101Page 4 of 17

 

1

NAME OF REPORTING PERSONS

 

Robert C. Bellas, Jr. (“Bellas”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

       

 

 

CUSIP #13089P101Page 5 of 17

 

1

NAME OF REPORTING PERSONS

 

Ralph E. Christoffersen (“Christoffersen”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 
United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

0.0%

12

TYPE OF REPORTING PERSON

IN

       

 

 

CUSIP #13089P101Page 6 of 17

 

1

NAME OF REPORTING PERSONS

 

Jason Lettmann (“Lettmann”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

       

 

 

CUSIP #13089P101Page 7 of 17

 

1

NAME OF REPORTING PERSONS

 

Gary R. Little (“Little”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

       

 

 

CUSIP #13089P101Page 8 of 17

 

1

NAME OF REPORTING PERSONS

 

Rebecca Lynn (“Lynn”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT O F CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

       

 

 

CUSIP #13089P101Page 9 of 17

 

1

NAME OF REPORTING PERSONS

 

Gary J. Morgenthaler (“Morgenthaler”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 
United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

       

 

 

CUSIP #13089P101Page 10 of 17

 

1

NAME OF REPORTING PERSONS

 

Robert D. Pavey (“Pavey”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

       

 

 

CUSIP #13089P101Page 11 of 17

 

1

NAME OF REPORTING PERSONS

 

Henry Plain (“Plain”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 -0-

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

0.0%

12

TYPE OF REPORTING PERSON 

IN

       

 

 

CUSIP #13089P101Page 12 of 17

 

This Amendment No. 2 amends the Statement on Schedule 13G, previously filed by Morgenthaler Venture Partners IX, L.P., a Delaware limited partnership, Morgenthaler Management Partners IX, LLC a Delaware limited liability company, Robert C. Bellas, Jr., Ralph E. Christoffersen, Jason Lettmann, Gary R. Little, Rebecca Lynn, Gary J. Morgenthaler, Robert D. Pavey and Henry Plain. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 2.

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of December 31, 2017:

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

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 Yes

 

 

 

CUSIP #13089P101Page 13 of 17

 

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.

 

Date: February 14, 2018

 

  MORGENTHALER VENTURE PARTNERS IX, L.P.
     
  By: MORGENTHALER MANAGEMENT PARTNERS IX, LLC
  Its: General Partner
     
     
  By: /s/ Travis Boettner
  Name:   Travis Boettner
  Title: Vice President of Finance and Chief Compliance Officer /
Attorney-in-Fact
     
     
  MORGENTHALER MANAGEMENT PARTNERS IX, LLC
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title:

Vice President of Finance and Chief Compliance Officer /
Attorney-in-Fact
     
     
  ROBERT C. BELLAS, JR.
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Attorney-in-Fact
     
     
  RALPH E. CHRISTOFFERSEN
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Attorney-in-Fact
     
     
  JASON LETTMANN
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Attorney-in-Fact

 

 

 

CUSIP #13089P101Page 14 of 17

 

  GARY R. LITTLE
     
     
  By: /s/ Travis Boettner
 

Name:  

 Travis Boettner
  Title: Attorney-in-Fact
     
     
  REBECCA LYNN
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Attorney-in-Fact
     
     
  GARY J. MORGENTHALER
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Attorney-in-Fact
     
     
  ROBERT D. PAVEY
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Attorney-in-Fact
     
     
  HENRY PLAIN
     
     
  By: /s/ Travis Boettner
  Name:  Travis Boettner
  Title: Attorney-in-Fact

 

 

 

CUSIP #13089P101Page 15 of 17

 

EXHIBIT INDEX

 

    Found on Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   16
     
Exhibit B:  Power of Attorney   17

  

 

 

CUSIP #13089P101Page 16 of 17

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

 

CUSIP #13089P101Page 17 of 17

 

exhibit B

 

Power of Attorney

 

Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.