Sec Form 13G Filing - Venrock Healthcare Capital Partners II L.P. filing for AXSOME THERAPEUTICS INC (AXSM) - 2023-02-14

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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  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

AXSOME THERAPEUTICS, INC.

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

05464T104

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 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 the disclosures provided in a prior cover page.

The information required in 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. 05464T104
 
  1. Name of Reporting Persons
Venrock Healthcare Capital Partners II, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
PN
           
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons).”

 

2

 

 

CUSIP No. 05464T104
 
  1. Name of Reporting Persons
VHCP Co-Investment Holdings II, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
OO
           
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons).”

 

3

 

 

CUSIP No. 05464T104
 
  1. Name of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
PN
           
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons).”

 

4

 

 

CUSIP No. 05464T104
 
  1. Name of Reporting Persons
VHCP Co-Investment Holdings III, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
OO
           
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons).”

 

5

 

 

CUSIP No. 05464T104
 
  1. Name of Reporting Persons
VHCP Management II, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
OO
           
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Healthcare Capit al Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons).”

 

6

 

 

CUSIP No. 05464T104
 
  1. Name of Reporting Persons
VHCP Management III, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
OO
           
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons).”

 

7

 

 

CUSIP No. 05464T104
 
  1. Name of Reporting Persons
Shah, Nimish
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
IN
           
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons).”

 

8

 

 

CUSIP No. 05464T104
 
  1. Name of Reporting Persons
Koh, Bong
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
IN
           
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners II, L.P. (“VHCP-II”), VHCP Co-Investment Holdings II, LLC (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment Holdings III, LLC (“VHCP-III Co-Invest”), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (“VHCPM-III”), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons).”

 

9

 

 

CUSIP No. 05464T104

 

Introductory Note: This Schedule 13G/A is filed on behalf of (i) Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP-II Co-Invest”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP-III”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP-III Co-Invest”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPM-II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPM-III”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-II, VCHCP-II Co-Invest, VHCP-III, VCHCP-III Co-Invest, VHCPM-II, VHCPM-III and Shah, the “Reporting Persons”) in respect of Common Stock of Axsome Therapeutics, Inc.

 

Item 1.
 
  (a) Name of Issuer
Axsome Therapeutics, Inc.
  (b)

Address of Issuer’s Principal Executive Offices

200 Broadway, 3rd Floor

New York, NY 10038

 
Item 2.
 
  (a)

Name of Person Filing
Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

VHCP Management II, LLC

VHCP Management III, LLC

Nimish Shah

Bong Koh

  (b) Address of Principal Business Office or, if none, Residence
         
    New York Office: Palo Alto Office:  
         
    7 Bryant Park 3340 Hillview Avenue  
    23rd Floor Palo Alto, CA 94304  
    New York, NY 10018    
  (c)

Citizenship

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

  (d)

Title of Class of Securities

Common Stock

  (e)

CUSIP Number

05464T104

 

10

 

 

CUSIP No. 05464T104
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:
   
  Not applicable
   
Item 4. Ownership
   
  (a) Amount beneficially owned as of December 31, 2022:
      Venrock Healthcare Capital Partners II, L.P.   0    
      VHCP Co-Investment Holdings II, LLC   0    
      Venrock Healthcare Capital Partners III, L.P.   0    
      VHCP Co-Investment Holdings III, LLC   0    
      VHCP Management II, LLC   0    
      VHCP Management III, LLC   0    
      Nimish Shah   0    
      Bong Koh   0    
     
  (b) Percent of class as of December 31, 2022:
      Venrock Healthcare Capital Partners II, L.P.   0.0 %  
      VHCP Co-Investment Holdings II, LLC   0.0 %  
      Venrock Healthcare Capital Partners III, L.P.   0.0 %  
      VHCP Co-Investment Holdings III, LLC   0.0 %  
      VHCP Management II, LLC   0.0 %  
      VHCP Management III, LLC   0.0 %  
      Nimish Shah   0.0 %  
      Bong Koh   0.0 %  
     
  (c) Number of shares as to which the person has, as of December 31, 2022:
    (i) Sole power to vote or to direct the vote
      Venrock Healthcare Capital Partners II, L.P.   0    
      VHCP Co-Investment Holdings II, LLC   0    
      Venrock Healthcare Capital Partners III, L.P.   0    
      VHCP Co-Investment Holdings III, LLC   0    
      VHCP Management II, LLC   0    
      VHCP Management III, LLC   0    
      Nimish Shah   0    
      Bong Koh   0    
                 

 

11

 

 

       
    (ii) Shared power to vote or to direct the vote
      Venrock Healthcare Capital Partners II, L.P.   0    
      VHCP Co-Investment Holdings II, LLC   0    
      Venrock Healthcare Capital Partners III, L.P.   0    
      VHCP Co-Investment Holdings III, LLC   0    
      VHCP Management II, LLC   0    
      VHCP Management III, LLC   0    
      Nimish Shah   0    
      Bong Koh   0    
       
    (iii) Sole power to dispose or to direct the disposition of
      Venrock Healthcare Capital Partners II, L.P.   0    
      VHCP Co-Investment Holdings II, LLC   0    
      Venrock Healthcare Capital Partners III, L.P.   0    
      VHCP Co-Investment Holdings III, LLC   0    
      VHCP Management II, LLC   0    
      VHCP Management III, LLC   0    
      Nimish Shah   0    
      Bong Koh   0    
       
    (iv) Shared power to dispose or to direct the disposition of
      Venrock Healthcare Capital Partners II, L.P.   0    
      VHCP Co-Investment Holdings II, LLC   0    
      Venrock Healthcare Capital Partners III, L.P.   0    
      VHCP Co-Investment Holdings III, LLC   0    
      VHCP Management II, LLC   0    
      VHCP Management III, LLC   0    
      Nimish Shah   0    
      Bong Koh   0    
       
                 

 

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

 

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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 or Control Person.
   
Not Applicable
 
Item 8. Identification and Classification of Members of the Group
   
Not Applicable
 
Item 9. Notice of Dissolution of a Group
   
Not Applicable
 
Item 10. Certification
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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CUSIP No. 05464T104

 

SIGNATURE

 

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.

 

Dated: February 14, 2023

 

Venrock Healthcare Capital Partners II, L.P.   Venrock Healthcare Capital Partners III, L.P.
         
By: VHCP Management II, LLC   By: VHCP Management III, LLC
Its: General Partner   Its: General Partner
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  Name: David L. Stepp     Name: David L. Stepp
  Its: Authorized Signatory     Its: Authorized Signatory
           
VHCP Co-Investment Holdings II, LLC   VHCP Co-Investment Holdings III, LLC
         
By: VHCP Management II, LLC   By: VHCP Management III, LLC
Its: Manager   Its: Manager
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  Name: David L. Stepp     Name: David L. Stepp
  Its: Authorized Signatory     Its: Authorized Signatory
           
VHCP Management II, LLC   VHCP Management III, LLC
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  Name: David L. Stepp     Name: David L. Stepp
  Its: Authorized Signatory     Its: Authorized Signatory
           
Nimish Shah   Bong Koh
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  David L. Stepp, as attorney-in-fact     David L. Stepp, as attorney-in-fact
         
Venrock Opportunities Fund, L.P.   Venrock Opportunities Management, LLC
         
By: Venrock Opportunities Management, LLC   By: /s/ David L. Stepp
Its: General Partner     Name: David L. Stepp
        Its: Authorized Signatory
By: /s/ David L. Stepp      
  Name: David L. Stepp        
  Its: Authorized Signatory        

 

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CUSIP No. 05464T104

 

EXHIBITS

A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed January 28, 2019)

B: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed January 28, 2019)

C: Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed January 28, 2019)

 

15