Conatus Pharmaceuticals
Conatus Pharmaceuticals Inc. (Form: SC 13G/A, Received: 02/14/2017 07:02:36)

 

SECURITIES & 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 RULE 13d-2

 

(Amendment No. 2)*

 

Conatus Pharmaceuticals Inc.

(Name of Issuer)

 

Common Stock, $.0001 Par Value Per Share

(Title of Class of Securities)

 

20600T108

(CUSIP Number)

 

December 31, 2016

(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)

 

(Page 1 of 15 Pages)

 

 

*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 purposes 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. 20600T108 13G Page 2 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    HealthCor Management, L.P.
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    PN

 

     

 

 

CUSIP No. 20600T108 13G Page 3 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    HealthCor Associates, LLC
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    OO - limited liability company

 

     

 

 

CUSIP No. 20600T108 13G Page 4 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    HealthCor Offshore Master Fund, L.P.
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    Cayman Islands

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    PN

 

     

 

 

CUSIP No. 20600T108 13G Page 5 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    HealthCor Offshore GP, LLC
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    OO – limited liability company

 

     

 

 

CUSIP No. 20600T108 13G Page 6 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    HealthCor Group, LLC
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    OO - limited liability company

 

     

 

 

CUSIP No. 20600T108 13G Page 7 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    Arthur Cohen
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    United States

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    IN

 

     

 

 

CUSIP No. 20600T108 13G Page 8 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    Joseph Healey
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    United States

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    IN

 

     

 

 

CUSIP No. 20600T108 13G Page 9 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    HealthCor Sanatate Offshore Master Fund, L.P.
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    Cayman Islands

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    PN

 

     

 

 

CUSIP No. 20600T108 13G Page 10 of 15 Pages

 

  (1) NAMES OF REPORTING PERSONS
    HealthCor Offshore Master II GP, LLC
  (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
      (a)   x
      (b)   ¨
  (3) SEC USE ONLY
  (4) CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware

 

NUMBER OF (5) SOLE VOTING POWER
SHARES   0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY   0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING   0
PERSON WITH (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 (see instructions) ¨
  (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0%
  (12) TYPE OF REPORTING PERSON (see instructions)
    OO - limited liability company

 

     

 

 

CUSIP No. 20600T108 13G Page 11 of 15 Pages

 

Item 1(a). Name of Issuer:
   
  Conatus Pharmaceuticals, Inc.
   
Item 1(b). Address of Issuer's Principal Executive Offices:
   
  16745 West Bernardo Drive, Suite 200 CA 92127

 

Item 2(a, b, c). Name of Person Filing:

 

(i) HealthCor Management, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(ii) HealthCor Associates, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(iii) HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(iv) HealthCor Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(v) HealthCor Group, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(vi) Joseph Healey, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(vii) Arthur Cohen, 12 South Main Street, #203 Norwalk, Ct 06854;

 

(viii) HealthCor Sanatate Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019; and

 

(ix) HealthCor Offshore II GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019.

 

Both Mr. Healey and Mr. Cohen are United States citizens.

 

The persons at (i) through (xi) above are collectively referred to herein as the "Reporting Persons".

 

     

 

 

CUSIP No. 20600T108 13G Page 12 of 15 Pages

 

Item 2(d). Title of Class of Securities: Common Stock, $.0001 Par Value Per Share (the "Common Stock")

 

Item 2(e). CUSIP Number:        20600T108

 

Item 3. Not applicable.

 

Item 4. Ownership.

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

Collectively, HealthCor Offshore Master Fund, L.P. and HealthCor Long Offshore Master Fund, L.P. (each a "Fund" and together, the "Funds") are the beneficial owners of a total of 0 shares of the Common Stock of the Issuer.

 

HealthCor Offshore GP, LLC is the general partner of HealthCor Offshore Master Fund, L.P. Accordingly, HealthCor Offshore GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P. HealthCor Group, LLC is the general partner of HealthCor Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.

 

HealthCor Offshore II GP, LLC is the general partner of HealthCor Sanatate Offshore Master Fund, L.P. Accordingly, HealthCor Offshore II GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore II GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P.

 

By virtue of its position as the investment manager of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of all the shares of Common Stock owned by the Funds. HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially own the shares of Common Stock that are beneficially owned by the Funds.

 

     

 

 

CUSIP No. 20600T108 13G Page 13 of 15 Pages

 

As the Managers of HealthCor Associates, LLC, Arthur Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and therefore each may be deemed a beneficial owner of such Common Stock.

 

Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock in excess of their actual pecuniary interest therein.

 

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 ¨ .

 

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.

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group.

 

See Exhibit I.

 

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.

 

Exhibits:

 

Exhibit I: Joint Acquisition Statement (incorporated by reference to Exhibit I to Amendment No. 1 to Schedule 13G filed February 16, 2016)

 

     

 

 

CUSIP No. 20600T108 13G Page 14 of 15 Pages

 

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, 2017

 

  HEALTHCOR MANAGEMENT, L.P.  
       
    By: HealthCor Associates, LLC, its general partner  
       
    /s/ Anabelle P. Gray  
    Name:  Anabelle P. Gray  
    Title:    General Counsel  

 

  HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.  
       
    By: HealthCor Group, LLC, its general partner  
       
    /s/ Anabelle P. Gray  
    Name:  Anabelle P. Gray  
    Title:    General Counsel  

 

     

 

 

CUSIP No. 20600T108 13G Page 15 of 15 Pages

 

  HEALTHCOR OFFSHORE MASTER GP II, LLC, for itself and as general partner of behalf of HEALTHCOR SANATATE OFFSHORE MASTER FUND, L.P.  
       
    By:  HealthCor Group, LLC, its general partner  
       
    /s/ Anabelle P. Gray  
    Name:  Anabelle P. Gray  
    Title:  General Counsel  
       
  HEALTHCOR ASSOCIATES, LLC  
       
    /s/ Anabelle P. Gray  
    Name:  Anabelle P. Gray  
    Title: General Counsel  
       
  HEALTHCOR GROUP, LLC  
       
    /s/ Anabelle P. Gray  
    Name:  Anabelle P. Gray  
    Title: General Counsel  
       
  JOSEPH HEALEY, Individually  
       
    /s/ Joseph Healey  
       
  ARTHUR COHEN, Individually  
       
    /s/ Arthur Cohen