UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Conatus Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

20600T108

(CUSIP Number)

May 11, 2017

(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).

 

 

 


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)

 

1.9%

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 23


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 23


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 23


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

 

939,298*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

939,298*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

939,298*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.1%

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 23


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

 

36,489*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

36,489*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,489*

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 23


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM Bio 2014 NVS Strategic Fund, 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

 

Bermuda

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

909,091

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

909,091

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

909,091

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.0%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

Page 7 of 23


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)

 

2.0%

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 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 8 of 23


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)

 

2.0%

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 9 of 23


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

 

939,298*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

939,298*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

939,298*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.1%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of 923,790 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 10 of 23


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

 

975,787*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

975,787*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

975,787*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.3%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 35,887 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 11 of 23


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures 2014 NVS Strategic Fund 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

 

909,091

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

909,091

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

909,091

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.0%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of 909,091 shares of Common Stock by MPM Bio 2014 NVS Strategic Fund, L.P. (“Bio 2014”). The Reporting Person is the direct general partner of Bio 2014.

 

Page 12 of 23


CUSIP No. 20600T108

 

  1.   

Name of Reporting Persons

 

MPM BioVentures 2014 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

 

909,091

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

909,091

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

909,091

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.0%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of 909,091 shares of Common Stock by Bio 2014. The Reporting Person is the indirect general partner of Bio 2014.

 

Page 13 of 23


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

 

2,497,027*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,497,027*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,497,027*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.3%

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, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. 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. MPM BioVentures 2014 NVS Strategic Fund GP LLC (“ Bio 2014 NVS”) and MPM Bio Ventures 2014 LLC (“Bio 2014 LLC”) are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC.

 

Page 14 of 23


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

 

2,497,027*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,497,027*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,497,027*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.3%

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, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. 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. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC.

 

Page 15 of 23


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

 

2,497,027*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,497,027*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,497,027*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.3%

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, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. 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. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC.

 

Page 16 of 23


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

MPM Bio 2014 NVS Strategic Fund, L.P.

MPM BioVentures 2014 NVS Strategic Fund GP LLC

MPM BioVentures 2014 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 and MPM Bio 2014 NVS Strategic Fund, L.P., which was organized in Bermuda. 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 17 of 23


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        1.9

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

     923,790        15,508        939,298        0        939,298        0        939,298        3.1

AM BV5

     35,887        602        36,489        0        36,489        0        36,489        0.1

Bio 2014

     909,091        0        909,091        0        909,091        0        909,091        3.0

BV IV GP(1)

     0        0        0        595,835        0        595,835        595,835        2.0

BV IV LLC(2)

     0        0        0        612,149        0        612,149        612,149        2.0

BV V GP(3)

     0        0        0        939,298        0        939,298        939,298        3.1

BV V LLC(4)

     0        0        0        975,787        0        975,787        975,787        3.3

Bio 2014 NVS(5)

     0        0        0        909,091        0        909,091        909,091        3.0

Bio 2014 LLC(5)

     0        0        0        909,091        0        909,091        909,091        3.0

Luke Evnin(6)

     0        0        0        2,497,027        0        2,497,027        2,497,027        8.3

Ansbert Gadicke(6)

     0        0        0        2,497,027        0        2,497,027        2,497,027        8.3

Todd Foley(6)

     0        0        0        2,497,027        0        2,497,027        2,497,027        8.3

 

(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 923,790 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 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 35,887 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 909,091 shares of Common Stock held by Bio 2014. Bio 2014 LLC and Bio 2014 NVS are the direct and indirect general partners of Bio 2014.
(6) 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, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. 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. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC.

 

Page 18 of 23


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 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 19 of 23


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 5, 2018

 

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 Evin

    By:  

/s/ Luke Evin

  Name: Luke Evnin       Name: Luke Evnin
  Title: Member       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 Evin

Name: Luke Evnin

Title: Member

    By:  

MPM BioVentures V LLC,

its Managing Member

      By:  

/s/ Luke Evin

       

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 Evin    

    By:  

/s/ Luke Evin

  Name: Luke Evnin      

Name: Luke Evnin

Title: Member

  Title: Member      
MPM BIOVENTURES IV LLC    
By:  

/s/ Luke Evin    

     
 

Name: Luke Evnin

Title: Member

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

/s/ Luke Evin    

  its Managing Member      

Name: Luke Evnin

Title: Member

By:  

/s/ Luke Evin    

     
  Name: Luke Evnin      
  Title: Member      

 

Page 20 of 23


MPM BIO 2014 NVS STRATEGIC FUND, L.P.    

MPM BIOVENTURES 2014 NVS

STRATEGIC FUND GP LLC

By:  

MPM BioVentures 2014 NVS Strategic

Fund GP LLC,

its General Partner

    By:  

MPM BioVentures 2014 LLC,

its Managing Member

By:  

MPM BioVentures 2014 LLC,

its Managing Member

    By:  

/s/ Luke Evin

Name: Luke Evin

Title: Managing Director

By:  

/s/ Luke Evin

     
  Name: Luke Evnin      
  Title: Managing Director      
MPM BIOVENTURES 2014 LLC      
By:  

/s/ Luke Evin    

     
 

Name: Luke Evnin

Title: Managing Director

     
By:  

/s/ Luke Evin

    By:  

/s/ Ansbert Gadicke

  Name: Luke Evnin       Name: Ansbert Gadicke

By:

 

/s/ Todd Foley    

Name: Todd Foley

     

EXHIBITS

A: Joint Filing Agreement

 

 

Page 21 of 23