CUSIP No.
885807206
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
Baker Bros. Advisors LP
13-4093645
|
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
2,718,764
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
2,718,764
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,718,764
|
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
4.5% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
|
(1)
|
Based on 59,224,123 shares of common stock outstanding as of October 25, 2013, as reported in the Issuer’s Form 10-Q
filed with the SEC on November 4, 2013.
|
CUSIP No.
885807206
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
Baker Bros. Advisors (GP) LLC
46-37147749
|
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
2,718,764
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
2,718,764
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,718,764
|
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
4.5% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
|
(1)
|
Based on 59,224,123 shares of common stock outstanding
as of October 25, 2013, as reported in the Issuer’s Form 10-Q filed with the SEC on November 4, 2013.
|
CUSIP No.
885807206
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (entities only)
Felix J. Baker
|
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
2,718,764
|
6
|
SHARED VOTING
POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
2,718,764
|
8
|
SHARED DISPOSITIVE
POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,718,764
|
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
4.5% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 59,224,123 shares of common stock outstanding
as of October 25, 2013, as reported in the Issuer’s Form 10-Q filed with the SEC on November 4, 2013.
|
CUSIP No.
885807206
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Julian C. Baker
|
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
2,718,764
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
2,718,764
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,718,764
|
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
4.5% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 59,224,123 shares of common stock outstanding
as of October 25, 2013, as reported in the Issuer’s Form 10-Q filed with the SEC on November 4, 2013.
|
Amendment No. 6 to Schedule 13G
This Amendment No. 6 to Schedule 13G amends and supplements
the previously filed Schedule 13G filed by Julian C. Baker, Felix J. Baker and Baker Bros. Advisors, LLC. Except as supplemented
herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
|
Item 2(a)
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Name of Person Filing:
|
On July 1, 2013, a Certificate of Conversion was filed with
the State of Delaware to convert Baker Bros. Advisors, LLC from a limited liability company into a limited partnership named Baker
Bros. Advisors LP (the “Adviser”). Baker Bros. Advisors (GP) LLC (the “Adviser GP”) is the sole general
partner of the Adviser. This Schedule 13G is being filed jointly by the Adviser, the Adviser GP, Felix J. Baker and Julian C. Baker
(collectively, the “Reporting Persons”).
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Item 2(b)
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Address of Principal Business Office or, if None,
Residence:
|
The business address of each of
the Reporting Persons is:
c/o Baker Bros. Advisors LP
667 Madison Avenue, 21
st
Floor
New York, NY 10065
(212) 339-5690
The Adviser is a limited
partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the
laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
|
Item 2(d)
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Title of Class of Securities:
|
Common Stock, par
value $0.001 per share (“Common Stock”)
885807206
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or (c), check whether the person filing is a:
|
(a)
¨
Broker or dealer registered under Section 15 of the Exchange Act.
(b)
¨
Bank as defined in section 3(a)(6) of the Exchange Act.
(c)
¨
Insurance company as defined in section 3(a)(19) of the Exchange Act.
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940.
(e)
x
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
x
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940.
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the cover pages to this
Amendment No. 6 are incorporated herein reference. Set forth below is the aggregate number of shares of Common Stock of the Issuer
directly held by each of the Funds (as defined below), which may be deemed to be indirectly beneficially owned by the Reporting
Persons, as well as shares of Common Stock that may be acquired upon exercise of warrants (“2014 Warrants”) at an exercise
price of $2.05 per share, and other warrants (“2016 Warrants”, and together with the 2014 Warrants, the “Warrants”)
at an exercise price of $2.46 per share, by the Funds (as defined below), subject to the limitation on exercise described below.
Such securities are directly held by each of Baker Brothers Life Sciences, L.P. (“Life Sciences”), 14159, L.P. (“14159”),
Baker Bros. Investments II, L.P. (“Bros 2”) Baker Tisch Investments, L.P. (“Baker Tisch”) and 667, L.P.
(“667”, and together with Life Sciences, 14159, Bros 2 and Baker Tisch, the “Funds”). For the avoidance
of doubt, due to the limitation on exercise described below, the Reporting Persons do not beneficially own all of the shares of
Common Stock underlying Warrants described in the table below.
Name
|
|
Number of
Shares of
Common
Stock
|
|
|
Number of
Shares of
Common Stock
Underlying
2014 Warrant
|
|
|
Number of
Shares of
Common Stock
Underlying
2016 Warrant
|
|
|
|
|
|
|
|
|
|
|
|
667, L.P.
|
|
|
181,184
|
|
|
|
153,462
|
|
|
|
-
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1,622,883
|
|
|
|
457,219
|
|
|
|
238,095
|
|
14159, L.P.
|
|
|
48,332
|
|
|
|
12,620
|
|
|
|
-
|
|
UBaker Bros. Investments II, L.P.
|
|
|
-
|
|
|
|
400
|
|
|
|
-
|
|
Baker Tisch Investments, L.P.
|
|
|
-
|
|
|
|
4,569
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,852,399
|
|
|
|
628,270
|
|
|
|
238,095
|
|
Each of the Warrants are only exercisable to the extent that
the holders thereof together with their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, no more than 9.99% of the outstanding shares of Common Stock of the Issuer after exercise. As a result
of this restriction, the number of shares of Common Stock that may be issued upon exercise of the Warrants by the above holders
may change depending upon changes in the outstanding shares. The number of shares issuable upon exercise of the Warrants held by
any Reporting Person affiliate will also depend upon the extent to which the Warrants, as the case may be, held by other affiliates
have theretofore been exercised as applicable.
Pursuant to the amended and restated management agreements,
as amended, among the Adviser, the Funds and their respective general partners, the Adviser has complete and unlimited discretion
and authority with respect to the Funds’ investments and voting power over investments.
By virtue of the Management Agreement, the Adviser and Felix
J. Baker and Julian C. Baker, as principals of the Adviser, may be deemed to be beneficial owners of securities owned by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
Felix J. Baker and Julian C. Baker disclaim beneficial ownership
of the securities held by each of the Funds, and this Amendment No. 6 shall not be deemed an admission that Felix J. Baker or Julian
C. Baker is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose.
|
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
.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
The information in Item
4 is incorporated herein by reference.
|
Item 8.
|
Identification and Classification of Members of the
Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
February 14, 2014
|
BAKER BROS. ADVISORS LP
|
|
|
|
By: Baker Bros. Advisors (GP) LLC, its general partner
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
|
|
|
Title: President
|
|
BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
|
|
|
Title: President
|
|
/s/ Julian C. Baker
|
|
Julian C. Baker
|
|
|
|
/s/ Felix J. Baker
|
|
Felix J. Baker
|