Sec Form 13D Filing - RiverVest Venture Fund III L.P. filing for ALLAKOS INC (ALLK) - 2021-02-19

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.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   RiverVest Venture Fund II, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  694,669

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  694,669

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  694,669

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.3%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

The percentage set forth in row (13) is based on the 52,503,346 shares of common stock, par value $0.001 per share (“Common Stock”), of Allakos Inc., a Delaware corporation (the “Issuer”), reported by the Issuer to be outstanding as of November 5, 2020 on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 9, 2020.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   RiverVest Venture Fund II (Ohio), L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  188,685

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  188,685

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  188,685

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.4%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   RiverVest Venture Partners II (Ohio), LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  188,685⁽²⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  188,685⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  188,685⁽²⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.4%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Represents 188,685 shares of Common Stock owned by RiverVest Venture Fund II (Ohio), L.P., a Delaware limited partnership (“RiverVest II (Ohio)”). RiverVest Venture Partners II (Ohio), LLC, a Delaware limited liability company (“RiverVest Partners II (Ohio)”), is the general partner of RiverVest II (Ohio).

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   RiverVest Venture Partners II, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  883,354⁽³⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  883,354⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  883,354⁽³⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.7%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Represents 694,669 shares of Common Stock owned by RiverVest Venture Fund II, L.P., a Delaware limited partnership (“RiverVest II”), and 188,685 shares of Common Stock owned by RiverVest II (Ohio). RiverVest Venture Partners II, L.P., a Delaware limited partnership (“RiverVest Partners II”), is the general partner of RiverVest II and the sole member of RiverVest Partners II (Ohio), which is the general partner of RiverVest II (Ohio).

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   RiverVest Venture Partners II, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  883,354⁽⁴⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  883,354⁽⁴⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  883,354⁽⁴⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.7%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Represents 694,669 shares of Common Stock owned by RiverVest II and 188,685 shares of Common Stock owned by RiverVest II (Ohio). RiverVest Venture Partners II, LLC, a Delaware limited liability company, is the general partne r of RiverVest Partners II, which is (a) the general partner of RiverVest II and (b) the sole member of RiverVest Partners II (Ohio), which is the general partner of RiverVest II (Ohio).

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   RiverVest Venture Fund III, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,341,594

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,341,594

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,341,594

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.5%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  RiverVest Venture Fund III (Ohio), L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  124,275

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  124,275

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  124,275

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  RiverVest Venture Partners III (Ohio), LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  124,275⁽⁵⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  124,275⁽⁵⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  124,275⁽⁵⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Represents 124,275 shares of Common Stock owned by RiverVest Venture Fund III (Ohio), L.P., a Delaware limited partnership (“RiverVest III (Ohio)”). RiverVest Venture Partners III (Ohio), LLC, a Delaware limited liability company (“RiverVest Partners III (Ohio)”), is the general partner of RiverVest III (Ohio).

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  RiverVest Venture Partners III, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,465,869⁽⁶⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,465,869⁽⁶⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,465,869⁽⁶⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.7%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Represents 2,341,594 shares of Common Stock owned by RiverVest Venture Fund III, L.P., a Delaware limited partnership (“RiverVest III”), and 124,275 shares of Common Stock owned by RiverVest III (Ohio). RiverVest Venture Partners III, L.P., a Delaware limited partnership (“RiverVest Partners III”), is the general partner of RiverVest III and the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio).

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  RiverVest Venture Partners III, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,465,869⁽⁷⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,465,869⁽⁷⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,465,869⁽⁷⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.7%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Represents 2,341,594 shares of Common Stock owned by RiverVest III and 124,275 shares of Common Stock owned by RiverVest III (Ohio). RiverVest Venture Partners III, LLC, a Delaware limited liability company, is the general partner of RiverVest Partners III, which is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio).

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   3x5 RiverVest Fund II, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,483,103

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,483,103

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,483,103

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.8%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  3x5 RiverVest Fund II-B, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  55,606

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  55,606

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  55,606

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.1%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   3x5 RiverVest Partners II, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,538,709⁽⁸⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,538,709⁽⁸⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,538,709⁽⁸⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.9%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Represents 1,483,103 shares of Common Stock owned by 3x5 RiverVest Fund II, L.P., a Delaware limited partnership (“3x5 RiverVest II”), and 55,606 shares of Common Stock owned by 3x5 RiverVest Fund II-B, L.P., a Delaware limited partnership (“3x5 RiverVest II-B”). 3x5 RiverVest Partners II, LLC, a Delaware limited liability company (“3x5 RiverVest Partners”), is the general partner of 3x5 RiverVest II and 3x5 RiverVest II-B.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   RiverVest 3x5 Managers II, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,538,709⁽⁹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,538,709⁽⁹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,538,709⁽⁹⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.9%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Represents 1,483,103 shares of Common Stock owned by 3x5 RiverVest II and 55,606 shares of Common Stock owned by 3x5 RiverVest II-B. RiverVest 3x5 Managers II, L.P., a Delaware limited partnership (“RiverVest 3x5 Managers”), is one of two members of 3x5 RiverVest Partners, which is the general partner of 3x5 RiverVest II and 3x5 RiverVest II-B.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   RiverVest 3x5 Managers II, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,538,709⁽¹⁰⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,538,709⁽¹⁰⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,538,709⁽¹⁰⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.9%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Represents 1,483,103 shares of Common Stock owned by 3x5 RiverVest II and 55,606 shares of Common Stock owned by 3x5 RiverVest II-B. RiverVest 3x5 Managers II, LLC, a Delaware limited liability company (“RiverVest 3x5 Managers II”), is the general partner of RiverVest 3x5 Managers, which is one of two members of 3x5 RiverVest Partners. 3x5 RiverVest Partners is the general partner of 3x5 RiverVest II and 3x5 RiverVest II-B.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

   John P. McKearn, Ph.D.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  59,105⁽¹¹⁾

  SHARED VOTING POWER

  4,887,932⁽¹²⁾

  SOLE DISPOSITIVE POWER

  59,105⁽¹¹⁾

  SHARED DISPOSITIVE POWER

  4,887,932⁽¹²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,947,037

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  9.4%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

In July 2018, the Issuer granted Dr. McKearn, as a non-employee director of the Issuer, an option to purchase 37,600 shares of Common Stock at a per share exercise price equal to $16.00. The option vests as to 1/36th of the shares subject to the option each month following July 2018, subject to continued service through each applicable vesting date. In June 2019, the Issuer granted Dr. McKearn an additional 16,000 options that have fully vested. In May 2020, the Issuer granted Dr. McKearn an additional 7,700 options that have not vested. Dr. McKearn’s options have vested, or will vest within sixty (60) days of the date of this filing, with respect to 50,466 shares of Common Stock.

Represents 694,669 shares of Common Stock owned by RiverVest II, 188,685 shares of Common Stock owned by RiverVest II (Ohio), 2,341,594 shares of Common Stock owned by RiverVest III, 124,275 shares of Common Stock owned by RiverVest III (Ohio), 1,483,103 shares of Common Stock owned by 3x5 RiverVest II and 55,606 shares of Common Stock owned by 3x5 RiverVest II-B.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Jay Schmelter

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  16,610⁽¹³⁾

  SHARED VOTING POWER

  4,887,932⁽¹⁴⁾

  SOLE DISPOSITIVE POWER

  16,610⁽¹³⁾

  SHARED DISPOSITIVE POWER

  4,887,932⁽¹⁴⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,904,542

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  9.3%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

Represents 11,766 shares of Common Stock held directly, 1,868 shares of Common Stock owned by RiverVest Venture Management LLC Profit Sharing Plan FBO Jay W. Schmelter, 1,488 shares of Common Stock owned by the Schmelter Family Trust dated 5/2/19 and 1,488 shares of Common Stock owned by the Schmelter Family Trust #2 dated 9/30/2019.

Represents 694,669 shares of Common Stock owned by RiverVest II, 188,685 shares of Common Stock owned by RiverVest II (Ohio), 2,341,594 shares of Common Stock owned by RiverVest III, 124,275 shares of Common Stock owned by RiverVest III (Ohio), 1,483,103 shares of Common Stock owned by 3x5 RiverVest II and 55,606 shares of Common Stock owned by 3x5 RiverVest II-B.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Thomas C. Melzer

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  21,476⁽¹⁵⁾

  SHARED VOTING POWER

  4,887,932⁽¹⁶⁾

  SOLE DISPOSITIVE POWER

  21,476⁽¹⁵⁾

  SHARED DISPOSITIVE POWER

  4,887,932⁽¹⁶⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,956,902

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  9.4%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

Includes 10,738 shares of Common Stock owned by the Thomas C. Melzer Revocable Trust dtd 4/4/2002 and 10,738 shares of Common Stock owned by Melzer Family Trust dated 11/9/2006.

Represents 694,669 shares of Common Stock owned by RiverVest II, 188,685 shares of Common Stock owned by RiverVest II (Ohio), 2,341,594 shares of Common Stock owned by RiverVest III, 124,275 shares of Common Stock owned by RiverVest III (Ohio), 1,483,103 shares of Common Stock owned by 3x5 RiverVest II and 55,606 shares of Common Stock owned by 3x5 RiverVest II-B.

Reporting Person

John P. McKearn, Ph.D.

Jay Schmelter

Thomas C. Melzer

Entity or Individual

RiverVest Venture Fund II, L.P.

RiverVest Venture Fund II (Ohio), L.P.

RiverVest Venture Partners II (Ohio), LLC⁽¹⁾

RiverVest Venture Partners II, L.P.⁽²⁾

RiverVest Venture Partners II, LLC⁽³⁾

RiverVest Venture Fund III, L.P.

RiverVest Venture Fund III (Ohio), L.P.

RiverVest Venture Partners III (Ohio), LLC⁽⁴⁾

RiverVest Venture Partners III, L.P.⁽⁵⁾

RiverVest Venture Partners III, LLC⁽⁶⁾

3x5 RiverVest Fund II, L.P.

3x5 RiverVest Fund II-B, L.P.

3x5 RiverVest Partners II, LLC⁽⁷⁾

RiverVest 3x5 Managers II, L.P.⁽⁸⁾

RiverVest 3x5 Managers II, LLC⁽⁹⁾

John P. McKearn, Ph.D.⁽¹⁰⁾

Jay Schmelter⁽¹¹⁾

Thomas C. Melzer⁽¹²⁾

Based on the 52,503,346 shares of Common Stock reported by the Issuer to be outstanding as of November 5, 2020 on the Issuer’s Form 10-Q, filed with the SEC on November 9, 2020.

RiverVest Partners II (Ohio), as the general partner of RiverVest II (Ohio), may be deemed to beneficially own the 188,685 shares of Common Stock owned by RiverVest II (Ohio).

RiverVest Partners II is the general partner of RiverVest II and the sole member of RiverVest Partners II (Ohio), which is the general partner of RiverVest II (Ohio), and as a result, may be deemed to beneficially own the 694,669 shares of Common Stock owned by RiverVest II and the 188,685 shares of Common Stock owned by RiverVest II (Ohio).

RiverVest Venture Partners II, LLC, a Delaware limited liability company, is the general partner of RiverVest Partners II, which is (a) the general partner of RiverVest II and (b) the sole member of RiverVest Partners II (Ohio), which is the general partner of RiverVest II (Ohio), and as a result, may be deemed to beneficially own the 694,669 shares of Common Stock owned by RiverVest II and the 188,685 shares of Common Stock owned by RiverVest II (Ohio).

RiverVest Partners III (Ohio) is the general partner of RiverVest III (Ohio), and as a result, may be deemed to beneficially own the 124,275 shares of Common Stock owned by RiverVest III (Ohio).

RiverVest Partners III is the general partner of RiverVest III and the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio), and as a result, may be deemed to beneficially own the 2,341,594 shares of Common Stock owned by RiverVest III and the 124,275 shares of Common Stock owned by RiverVest III (Ohio).

RiverVest Venture Partners III, LLC, a Delaware limited liability company, is the general partner of RiverVest Partners III, which is (a) the general partner of RiverVest III and (b) the sole member of RiverVest Partners III (Ohio), which is the general partner of RiverVest III (Ohio), and as a result, may be deemed to beneficially own the 2,341,594 shares of Common Stock owned by RiverVest III and the 124,275 shares of Common Stock owned by RiverVest III (Ohio).

3x5 RiverVest Partners is the general partner of 3x5 RiverVest II and 3x5 RiverVest II-B, and as a result, may be deemed to beneficially own the 1,483,103 shares of Common Stock owned by 3x5 RiverVest II and the 55,606 shares of Common Stock owned by 3x5 RiverVest II-B.

RiverVest 3x5 Managers is one of two members of 3x5 RiverVest Partners, which is the general partner of 3x5 RiverVest II and 3x5 RiverVest II-B, and as a result, may be deemed to beneficially own the 1,483,103 shares of Common Stock owned by 3x5 RiverVest II and the 55,606 shares of Common Stock owned by 3x5 RiverVest II-B.

RiverVest 3x5 Managers II is the general partner of RiverVest 3x5 Managers, which is one of two members of 3x5 RiverVest Partners. 3x5 RiverVest Partners is the general partner of 3x5 RiverVest II and 3x5 RiverVest II-B. As a result, RiverVest 3x5 Managers II may be deemed to beneficially own the 1,483,103 shares of Common Stock owned by 3x5 RiverVest II and the 55,606 shares of Common Stock owned by 3x5 RiverVest II-B.

Dr. McKearn is an authorized person of RiverVest Venture Partners II, LLC, a Delaware limited liability company, which is the general partner of RiverVest Partners II. RiverVest Partners II is (a) the general partner of RiverVest II and (b) the sole member of RiverVest Partners II (Ohio), which is the general partner of RiverVest II (Ohio). As a result, Dr. McKearn may be deemed to beneficially own the 694,669 shares of Common Stock owned by RiverVest II and the 188,685 shares of Common Stock owned by RiverVest II (Ohio).

Mr. Schmelter is a member of RiverVest Venture Partners II, LLC, a Delaware limited liability company, which is the general partner of RiverVest Partners II. RiverVest Partners II is (a) the general partner of RiverVest II and (b) the sole member of RiverVest Partners II (Ohio), which is the general partner of RiverVest II (Ohio). As a result, Mr. Schmelter may be deemed to beneficially own the 694,669 shares of Common Stock owned by RiverVest II and the 188,685 shares of Common Stock owned by RiverVest II (Ohio).

Mr. Melzer is a member of RiverVest Venture Partners II, LLC, a Delaware limited liability company, which is the general partner of RiverVest Partners II. RiverVest Partners II is (a) the general partner of RiverVest II and (b) the sole member of RiverVest Partners II (Ohio), which is the general partner of RiverVest II (Ohio). As a result, Mr. Melzer may be deemed to beneficially own the 694,669 shares of Common Stock owned by RiverVest II and the 188,685 shares of Common Stock owned by RiverVest II (Ohio).

Previously filed.

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ John P. McKearn

/s/ Jay Schmelter

/s/ Thomas C. Melzer