Amended Statement of Beneficial Ownership (sc 13d/a)
April 22 2016 - 3:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
MEI Pharma,
Inc.
(Name of Issuer)
Common Stock, $0.00000002 par value
(Title of Class of Securities)
572322402
(CUSIP Number)
Frank Kung
575
High St. #201
Palo Alto, CA 94301
(650) 688-0818
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copies to:
Danielle Benderly
Perkins Coie LLP
1120
N.W. Couch Street, 10th Floor
Portland, OR 97209-4128
April 21, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
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*
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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.
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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).
SCHEDULE 13D
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1.
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NAME OF
REPORTING PERSON.
Vivo Ventures VII, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 27-4484686
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,712,113
(1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,712,113
(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,712,113
(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.0%
(2)
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14.
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TYPE OF REPORTING PERSON
OO
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(1)
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Includes 1,675,592 shares of common stock held of record by Vivo Ventures Fund VII, L.P., and 36,521 shares of common stock held of record by Vivo Ventures VII Affiliates Fund, L.P. Vivo Ventures VII, LLC is
the sole general partner of both of the Vivo VII Funds and may be deemed to beneficially own such shares, and disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
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(2)
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Based upon 34,155,997 shares of common stock outstanding as of February 4, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2015, filed on
February 5, 2016.
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2
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1.
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NAME OF
REPORTING PERSON
Vivo Ventures Fund VII, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 0001509160
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,675,592
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,675,592
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,675,592
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.9%
(1)
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14.
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TYPE OF REPORTING PERSON
PN
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(1)
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Based upon 34,155,997 shares of common stock outstanding as of February 4, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2015, filed on
February 5, 2016.
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3
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1.
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NAME OF
REPORTING PERSON
Vivo Ventures VII Affiliates Fund, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 0001538309
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
36,521
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
36,521
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,521
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
(1)
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14.
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TYPE OF REPORTING PERSON
PN
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(1)
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Based upon 34,155,997 shares of common stock outstanding as of February 4, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2015, filed on
February 5, 2016.
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4
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1.
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NAME OF
REPORTING PERSON.
Vivo Ventures V, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 84-1663511
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
99,468
(1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
99,468
(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,468
(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.3%
(2)
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14.
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TYPE OF REPORTING PERSON
PN
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(1)
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Includes 98,449 shares of common stock held of record by Vivo Ventures Fund V, L.P., and 1,019 shares of common stock held of record by Vivo Ventures V Affiliates Fund, L.P. Vivo Ventures V, LLC is the sole
general partner of both of the Vivo V Funds and may be deemed to beneficially own such shares, and disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein
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(2)
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Based upon 34,155,997 shares of common stock outstanding as of February 4, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2015, filed on
February 5, 2016.
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5
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1.
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NAME OF
REPORTING PERSON.
Vivo Ventures Fund V, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-2588981
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
98,449
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
98,449
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,449
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.3%
(1)
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14.
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TYPE OF REPORTING PERSON
PN
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(1)
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Based upon 34,155,997 shares of common stock outstanding as of February 4, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2015, filed on
February 5, 2016.
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6
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1.
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NAME OF
REPORTING PERSON.
Vivo Ventures V Affiliates Fund, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3226166
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,019
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,019
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
(1)
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14.
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TYPE OF REPORTING PERSON
PN
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(1)
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Based upon 34,155,997 shares of common stock outstanding as of February 4, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2015, filed on
February 5, 2016.
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7
SCHEDULE 13D
Explanatory Note
: This Amendment No. 5 (the “Amendment”), which amends and supplements the statement on Schedule 13D filed on
December 21, 2012, as amended on June 14, 2013, October 30, 2013, November 10, 2015, March 10, 2016, April 7, 2016, and April 15, 2016 (the “Prior 13D”) by the Reporting Persons, relates to the
common stock, par value $0.00000002 per share (the “Common Stock”) of MEI Pharma, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 11975 El Camino Real, Suite 101, San
Diego, CA 92130.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Prior 13D. All
capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Prior 13D.
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Item 4.
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Purpose of Transaction
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Item 4 of the Statement is hereby amended to add the following:
The Reporting Persons sold the numbers of shares of Common Stock set forth below on the respective dates set forth below.
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Date
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Number of Shares
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April 15, 2016
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172,235
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April 18, 2016
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36,047
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April 19, 2016
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60,982
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April 20, 2016
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57,474
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April 21, 2016
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31,200
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Item 5.
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Interest in Securities of Issuer
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This Amendment amends and restates Item 5 of the Prior 13D in its
entirety as set forth below:
(a) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover
pages to this Schedule 13D.
(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover
pages to this Schedule 13D.
(c) Except as disclosed in Item 4, none of the Reporting Persons or their affiliates has effected any other transactions
in the securities of the Issuer during the past 60 days.
8
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Item 7.
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Materials to be Filed as Exhibits
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99.1
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Joint Filing Agreement
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9
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATED: April 22, 2016
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Vivo Ventures VII, LLC
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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Vivo Ventures Fund VII, L.P.
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By: Vivo Ventures VII, LLC, its General Partner
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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Vivo Ventures VII Affiliates Fund, L.P.
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By: Vivo Ventures VII, LLC, its General Partner
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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10
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Vivo Ventures V, LLC
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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Vivo Ventures Fund V, L.P.
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By:
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Vivo Ventures V, LLC, its General Partner
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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Vivo Ventures V Affiliates Fund, L.P.
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By:
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Vivo Ventures V, LLC, its General Partner
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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11
JOINT FILING AGREEMENT
In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.00000002 per share, of MEI Pharma, Inc. and further agree that this Joint Filing Agreement shall be included as
an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Forms Schedules 13D
and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein;
provided
that no party is responsible for the completeness or accuracy of the information concerning any
other filing party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of April 22, 2016.
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Vivo Ventures VII, LLC
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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Vivo Ventures Fund VII, L.P.
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By: Vivo Ventures VII, LLC, its General Partner
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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Vivo Ventures VII Affiliates Fund, L.P.
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By: Vivo Ventures VII, LLC, its General Partner
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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12
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Vivo Ventures V, LLC
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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Vivo Ventures Fund V, L.P.
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By: Vivo Ventures V, LLC, its General Partner
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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Vivo Ventures V Affiliates Fund, L.P.
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By: Vivo Ventures V, LLC, its General Partner
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By:
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/s/ Frank Kung
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Name: Frank Kung
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Title: Managing Member
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13
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