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)*
Chiasma, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
16706W102
(CUSIP Number)
December 31, 2019
(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) |
| x | Rule 13d-1(c) |
| ¨ | 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 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 11 Pages
Exhibit Index Contained on Page 10
| CUSIP NO. 16706W102 | 13 G | Page 2 of 11 |
| 1 |
NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sofinnova Venture Partners IX, L.P. (“SVP 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 PERSON WITH
|
5 |
SOLE VOTING POWER 1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, except that Sofinnova Management IX, L.L.C. (“SM IX”), the general partner of SVP IX, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”) and Dr. James I. Healy (“Healy”), the managing members of SM IX, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER 1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, except that SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power and Powell and Healy, the managing members of SM IX, may be deemed to have shared power to dispose of these shares. | |
| 8 |
SHARED DISPOSITIVE POWER See response to row 7. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,767,102
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
TYPE OF REPORTING PERSON*
PN
| CUSIP NO. 16706W102 | 13 G | Page 3 of 11 |
| 1 |
NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sofinnova Management IX, L.L.C. (“SM 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 PERSON WITH
|
5 |
SOLE VOTING POWER 1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Powell and Healy, the managing members of SM IX, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER 1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Powell and Healy, the managing members of SM IX, may be deemed to have shared dispositive power over these shares. | |
| 8 |
SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,767,102 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
4.2% |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
| CUSIP NO. 16706W102 | 13 G | Page 4 of 11 |
| 1 |
NAME OF REPORTING PERSO NS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael F. Powell (“Powell”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION US Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH |
5 |
SOLE VOTING POWER 0 shares. |
| 6 |
SHARED VOTING POWER 1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Powell, a managing member of SM IX, may be deemed to have shared power to vote these shares. | |
| 7 |
SOLE DISPOSITIVE POWER 0 shares. | |
| 8 |
SHARED DISPOSITIVE POWER 1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Powell, a managing member of SM IX, may be deemed to have shared power to dispose of these shares. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,767,102 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
4.2% |
| 12 |
TYPE OF REPORTING PERSON |
IN |
| CUSIP NO. 16706W102 | 13 G | Page 5 of 11 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. James I. Healy (“Healy”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION US Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH
|
5 |
SOLE VOTING POWER 0 shares. |
| 6 |
SHARED VOTING POWER 1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Healy, a managing member of SM IX, may be deemed to have shared power to vote these shares. | |
| 7 |
SOLE DISPOSITIVE POWER 0 shares. | |
| 8 |
SHARED DISPOSITIVE POWER 1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Healy, a managing member of SM IX, may be deemed to have shared power to dispose of these shares. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,767,102 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
4.2% |
| 12 |
TYPE OF REPORTING PERSON |
IN |
| CUSIP NO. 16706W102 | 13 G | Page 6 of 11 |
This Amendment No. 2 to Schedule 13G (“Amendment No. 2”) amends and restates in its entirety the Schedule 13G previously filed on February 11, 2016 (together with all prior and current amendments thereto) (“Original Schedule 13G”).
| ITEM 1(A). | NAME OF ISSUER Chiasma, Inc. |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
460 Totten Pond Road, Suite 530
Waltham, Massachusetts 02451
| ITEM 2(A). | NAME OF PERSONS FILING This Statement is filed by Sofinnova Venture Partners IX, L.P. (“SVP IX”), Sofinnova Management IX, L.L.C. (“SM IX”), Dr. Michael F. Powell (“Powell”) and Dr. James I. Healy (“Healy”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Dr. Anand Mehra, a reporting person on the Original Schedule 13G, is no longer a managing member of SM IX, and accordingly, is no longer a reporting person on this Amendment No. 2. |
SM IX, the general partner of SVP IX, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP IX. Powell and Healy are the managing members of SM IX and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by SVP IX.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
c/o Sofinnova Investments, Inc.
3000 Sand Hill Road, Bldg. 4, Suite 250
Menlo Park, CA 94025
| ITEM 2(C) | CITIZENSHIP SVP IX is a Delaware limited partnership. SM IX is a Delaware limited liability company. Powell and Healy are United States citizens. |
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER Common Stock, $0.01 par value. CUSIP #16706W102 |
| ITEM 3. | Not Applicable |
| CUSIP NO. 16706W102 | 13 G | Page 7 of 11 |
| ITEM 4. | OWNERSHIP The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2019 and percentages are calculated on 42,016,403 shares outstanding on October 31, 2019 as reported by the Issuer: |
| (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 |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances set forth in the limited partnership agreement of SVP IX and the limited liability company agreement of SM IX, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY Not Applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. |
| CUSIP NO. 16706W102 | 13 G | Page 8 of 11 |
| ITEM 9. | NOTICE OF DISSOLUTION OF 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. |
| CUSIP NO. 16706W102 | 13 G | Page 9 of 11 |
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 12, 2020
| Sofinnova Venture Partners IX, L.P. | /s/ Nathalie Auber |
| By Sofinnova Management IX, L.L.C. | Nathalie Auber, Attorney-in-Fact* |
Its General Partner |
|
Sofinnova Management IX, L.L.C. |
/s/ Nathalie Auber |
| Nathalie Auber, Attorney-in-Fact* | |
| Michael F. Powell | /s/ Nathalie Auber |
| Nathalie Auber, Attorney-in-Fact* | |
| James I. Healy | /s/ Nathalie Auber |
| Nathalie Auber, Attorney-in-Fact* |
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 16706W102 | 13 G | Page 10 of 11 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 11 |
| CUSIP NO. 16706W102 | 13 G | Page 11 of 11 |
exhibit A
Agreement of Joint Filing
An Agreement of Joint Filing was filed as Exhibit A to the Reporting Persons’ initial filing on Schedule 13G and is incorporated herein by reference.