Conatus Pharmaceuticals
Conatus Pharmaceuticals Inc. (Form: SC 13G/A, Received: 02/09/2017 15:21:53)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W ASHINGTON , D.C. 20549

 

 

SCHEDULE 13G

U NDER THE S ECURITIES E XCHANGE A CT OF 1934

(Amendment No. 2)*

 

 

Conatus Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(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)

☐ 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 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).

 

 

 

 

Page 1 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures IV-QP, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

573,733*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

573,733*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

573,733*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.2%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

* Includes 15,100 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 2 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures IV GmbH & Co. Beteiligungs KG

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

22,102*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

22,102*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

22,102*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.1%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

* Includes 581 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 3 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM Asset Management Investors BV4 LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

16,314*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

16,314*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,314*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.1%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Includes 429 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 4 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures V, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

589,260*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

589,260*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

589,260*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.3%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

* Includes 15,508 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 5 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM Asset Management Investors BV5 LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

22,891*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

22,891*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

22,891*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.1%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Includes 602 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 6 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures IV GP LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

595,835*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

595,835*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

595,835*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.3%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

* Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV-QP, L.P. (“BV IV QP”) and 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV GmbH & Co. Beteiligungs KG (“BV KG”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP and BV KG.

 

Page 7 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures IV LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

612,149*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

612,149*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

612,149*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.4%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG and 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV4 LLC (“AM BV4”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP and BV KG and the manager of AM BV4.

 

Page 8 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures V GP LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

589,260*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

589,260*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

589,260*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.3%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

* Consists of 573,752 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures V, L.P. (“BV V”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV V.

 

Page 9 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures V LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

612,151*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

612,151*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

612,151*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.4%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of 573,752 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 22,289 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV5 LLC (“AM BV5”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV V and the manager of AM BV5.

 

Page 10 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

Luke Evnin

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

1,224,300*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,224,300*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,224,300*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

4.7%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

* Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 573,752 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 22,289 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5. MPM BioVentures IV GP LLC (“MPM IV GP”) and MPM BioVentures IV LLC (“MPM IV LLC”) are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM BioVentures V GP LLC (“MPM V GP”) and MPM BioVentures V LLC (“MPM V LLC”) are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. The Reporting Person is a member of MPM IV LLC and MPM V LLC.

 

Page 11 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

Ansbert Gadicke

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

1,224,300*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,224,300*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,224,300*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

4.7%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

* Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 573,752 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 22,289 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. The Reporting Person is a member of MPM IV LLC and MPM V LLC.

 

Page 12 of 20


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

Todd Foley

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (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

 

1,224,300*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,224,300*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,224,300*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

4.7%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

* Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 573,752 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 22,289 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. The Reporting Person is a member of MPM IV LLC and MPM V LLC.

 

Page 13 of 20


Item 1.

 

  (a) Name of Issuer

Conatus Pharmaceuticals, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

16745 West Bernardo Drive, Suite 200

San Diego, CA 92127

 

Item 2.

 

  (a) Name of Person Filing

MPM BioVentures IV-QP, L.P.

MPM BioVentures IV GmbH & Co. Beteiligungs KG

MPM Asset Management Investors BV4 LLC

MPM BioVentures V, L.P.

MPM Asset Management Investors BV5 LLC

MPM BioVentures IV GP LLC

MPM BioVentures IV LLC

MPM BioVentures V GP LLC

MPM BioVentures V LLC

Luke Evnin

Ansbert Gadicke

Todd Foley

 

  (b) Address of Principal Business Office or, if none, Residence

c/o MPM Capital LLC

450 Kendall Street

Cambridge, MA 02142

 

  (c) Citizenship

All entities were organized in Delaware except MPM BioVentures IV GmbH & Co. Beteiligungs KG, which was organized in Germany. The individuals are all United States citizens.

 

  (d) Title of Class of Securities

Common Stock

 

  (e) CUSIP Number

20600T108

 

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

 

Page 14 of 20


Item 4. Ownership

 

MPM Entity

   Shares
Held
Directly
     Shares
Issuable
Upon
Exercise of
Warrants
Held
Directly
     Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class
 

BV IV QP

     558,633         15,100         573,733         0         573,733         0         573,733         2.2

BV KG

     21,521         581         22,102         0         22,102         0         22,102         0.1

AM BV4

     15,885         429         16,314         0         16,314         0         16,314         0.1

BV V

     573,752         15,508         589,260         0         589,260         0         589,260         2.3

AM BV5

     22,289         602         22,891         0         22,891         0         22,891         0.1

BV IV GP(1)

     0         0         0         595,835         0         595,835         595,835         2.3

BV IV LLC(2)

     0         0         0         612,149         0         612,149         612,149         2.4

BV V GP(3)

     0         0         0         589,260         0         589,260         589,260         2.3

BV V LLC(4)

     0         0         0         612,151         0         612,151         612,151         2.4

Luke Evnin(5)

     0         0         0         1,224,300         0         1,224,300         1,224,300         4.7

Ansbert Gadicke(5)

     0         0         0         1,224,300         0         1,224,300         1,224,300         4.7

Todd Foley(5)

     0         0         0         1,224,300         0         1,224,300         1,224,300         4.7

 

(1) Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP and 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP and BV KG.
(2) Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG and 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV4 LLC (“AM BV4”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP and BV KG and the manager of AM BV4.
(3) Consists of 573,752 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV V.
(4) Consists of 573,752 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 22,289 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV V and the manager of AM BV5.
(5) Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 573,752 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 22,289 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. The Reporting Person is a member of MPM IV LLC and MPM V LLC.

 

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

 

Page 15 of 20


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

Not Applicable

 

Page 16 of 20


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 8, 2017

 

MPM BIOVENTURES IV-QP, L.P.     MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG
By:  

MPM BioVentures IV GP LLC,

its General Partner

    By:  

MPM BioVentures IV GP LLC,

in its capacity as the Managing Limited Partner

By:  

MPM BioVentures IV LLC,

its Managing Member

    By:  

MPM BioVentures IV LLC,

its Managing Member

By:  

/s/ Luke Evnin

    By:  

/s/ Luke Evnin

 

Name: Luke Evnin

Title: Member

     

Name: Luke Evnin

Title: Member

MPM ASSET MANAGEMENT INVESTORS BV4 LLC     MPM BIOVENTURES V, L.P.
By:  

MPM BioVentures IV LLC

its Manager

    By:  

MPM BioVentures V GP LLC,

its General Partner

By:  

/s/ Luke Evnin

    By:   MPM BioVentures V LLC,
  Name: Luke Evnin       its Managing Member
  Title: Member      
      By:  

/s/ Luke Evnin

       

Name: Luke Evnin

Title: Member

MPM ASSET MANAGEMENT INVESTORS BV5 LLC     MPM BIOVENTURES IV GP LLC
By:  

MPM BioVentures V LLC

its Manager

    By:  

MPM BioVentures IV LLC,

its Managing Member

By:  

/s/ Luke Evnin

    By:  

/s/ Luke Evnin

 

Name: Luke Evnin

Title: Member

   

Name:

Title:

 

Luke Evnin

Member

MPM BIOVENTURES IV LLC      
By:  

/s/ Luke Evnin

     

Name:

Title:

 

Luke Evnin

Member

     
MPM BIOVENTURES V GP LLC     MPM BIOVENTURES V LLC
By:   MPM BioVentures V LLC,     By:  

/s/ Luke Evnin

  its Managing Member     Name:   Luke Evnin
      Title:   Member
By:  

/s/ Luke Evnin

     

Name:

Title:

 

Luke Evnin

Member

     

 

Page 17 of 20


By:  

/s/ Luke Evnin

    By:  

/s/ Ansbert Gadicke

  Name: Luke Evnin       Name: Ansbert Gadicke
By:  

/s/ Todd Foley

     
  Name: Todd Foley      

EXHIBITS

 

A: Joint Filing Agreement

 

 

Page 18 of 20

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Conatus Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 8 th day of February, 2017.

 

MPM BIOVENTURES IV-QP, L.P.     MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG
By:  

MPM BioVentures IV GP LLC,

its General Partner

    By:  

MPM BioVentures IV GP LLC,

in its capacity as the Managing Limited Partner

By:  

MPM BioVentures IV LLC,

its Managing Member

    By:  

MPM BioVentures IV LLC,

its Managing Member

By:  

/s/ Luke Evnin

    By:  

/s/ Luke Evnin

 

Name: Luke Evnin

Title: Member

     

Name: Luke Evnin

Title: Member

MPM ASSET MANAGEMENT INVESTORS BV4 LLC     MPM BIOVENTURES V, L.P.
By:  

MPM BioVentures IV LLC

its Manager

    By:  

MPM BioVentures V GP LLC,

its General Partner

By:  

/s/ Luke Evnin

    By:   MPM BioVentures V LLC,
  Name: Luke Evnin       its Managing Member
  Title: Member      
      By:  

/s/ Luke Evnin

       

Name: Luke Evnin

Title: Member

MPM ASSET MANAGEMENT INVESTORS BV5 LLC     MPM BIOVENTURES IV GP LLC
By:  

MPM BioVentures V LLC

its Manager

    By:  

MPM BioVentures IV LLC,

its Managing Member

By:  

/s/ Luke Evnin

    By:  

/s/ Luke Evnin

 

Name: Luke Evnin

Title: Member

   

Name:

Title:

 

Luke Evnin

Member

MPM BIOVENTURES IV LLC      
By:  

/s/ Luke Evnin

     

Name:

Title:

 

Luke Evnin

Member

     

 

Page 19 of 20


MPM BIOVENTURES V GP LLC     MPM BIOVENTURES V LLC
By:   MPM BioVentures V LLC,     By:  

/s/ Luke Evnin

  its Managing Member     Name:   Luke Evnin
      Title:   Member
By:  

/s/ Luke Evnin

     

Name:

Title:

 

Luke Evnin

Member

     
By:  

/s/ Luke Evnin

    By:  

/s/ Ansbert Gadicke

  Name: Luke Evnin       Name: Ansbert Gadicke
By:  

/s/ Todd Foley

     
  Name: Todd Foley      

 

Page 20 of 20