Amended Statement of Beneficial Ownership (sc 13d/a)
September 23 2016 - 4:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment 2)*
Eleven
Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
286221 10 6
(CUSIP
Number)
Noubar B. Afeyan, Ph.D.
Flagship Ventures
One
Memorial Drive, 7th Floor
Cambridge, MA 02142
(617) 868-1888
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 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 Section
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, as amended (“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).
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1.
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Names of
Reporting Persons.
Flagship Ventures Fund 2007, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check 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
1,833,802
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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
1,833,802
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,833,802
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
7.6%
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14.
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Type of Reporting Person (See
Instructions)
PN
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1.
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Names of
Reporting Persons.
Flagship Ventures 2007 General Partner LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check 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
1,833,802
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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
1,833,802
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,833,802
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
7.6%
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14.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of
Reporting Persons.
Flagship Ventures Fund IV, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check 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
480,545
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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
480,545
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
480,545
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
2.0%
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14.
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Type of Reporting Person (See
Instructions)
PN
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1.
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Names of
Reporting Persons.
Flagship Ventures Fund IV-Rx, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check 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
120,198
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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
120,198
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
120,198
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0.5%
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14.
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Type of Reporting Person (See
Instructions)
PN
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1.
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Names of
Reporting Persons.
Flagship Ventures Fund IV General Partner LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check 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
600,743
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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
600,743
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
600,743
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
2.5%
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14.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of
Reporting Persons.
Noubar B. Afeyan, Ph.D.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check 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
United States of America
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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
2,434,545
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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
2,434,545
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,434,545
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
10.1%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
Edwin M. Kania, Jr.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
|
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4.
|
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Source of Funds (See Instructions)
AF
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5.
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Check 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
United States of America
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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
2,434,545
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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
2,434,545
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,434,545
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
10.1%
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14.
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Type of Reporting Person (See
Instructions)
IN
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Item 5.
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Interest in Securities of the Issuer
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Item 5(a)-(c) is amended and restated as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The
percentage set forth in row 13 is based on 24,181,428 outstanding shares of Common Stock on September 20, 2016, as reported in the Issuer’s Form 8-K filed on September 21, 2016.
Flagship 2007 Fund, Flagship IV Fund and Flagship IV-Rx Fund directly hold 1,833,802 shares, 480,545 shares and 120,198 shares of Common Stock,
respectively. Flagship 2007 GP, as the general partner of Flagship 2007 Fund, may be deemed to beneficially own the shares directly held by Flagship 2007 Fund. Flagship IV GP, as the general partner of Flagship IV Fund and Flagship IV-Rx
Fund, may be deemed to beneficially own the shares directly held by Flagship IV Fund and Flagship IV-Rx Fund. Dr. Afeyan and Mr. Kania, as the managers of Flagship 2007 GP and Flagship IV GP, may be deemed to beneficially own the shares
directly held by Flagship 2007 Fund, Flagship IV Fund and Flagship IV-Rx Fund.
(c) Schedule A sets forth all transactions with
respect to the Common Stock that were effected since the filing of Amendment No. 1 to this Schedule 13D by the Reporting Persons.
Schedule A
Except as otherwise noted below, all transactions were sales of Common Stock effected in the open market.
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Reporting Person
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Date of Transaction
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Amount of Shares
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Price per Share
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Flagship IV Fund
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September 19, 2016
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7,761
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$
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3.31
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(1)
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Flagship IV-Rx Fund
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September 19, 2016
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1,939
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$
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3.31
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(1)
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Flagship IV Fund
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September 20, 2016
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43,139
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$
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3.39
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(2)
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Flagship IV-Rx Fund
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September 20, 2016
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10,778
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$
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3.39
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(2)
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Flagship IV Fund
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September 21, 2016
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258,214
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$
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3.75
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(3)
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Flagship IV-Rx Fund
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September 21, 2016
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64,509
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$
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3.75
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(3)
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Flagship IV Fund
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September 22, 2016
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112,731
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$
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3.18
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(4)
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Flagship IV-Rx Fund
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September 22, 2016
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28,163
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$
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3.18
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(4)
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Flagship IV Fund
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September 22, 2016
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188,367
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$
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3.17
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(5)
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Flagship IV-Rx Fund
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September 22, 2016
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47,090
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$
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3.17
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(5)
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(1)
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The price per share represents a weighted average price of purchases executed in multiple transactions with purchase prices ranging from $3.30 to $3.37. The Reporting Persons undertake to provide full information
regarding the number of shares purchased at each separate price upon request by the staff of the Securities and Exchange Commission.
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(2)
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The price per share represents a weighted average price of purchases executed in multiple transactions with purchase prices ranging from $3.32 to $3.49. The Reporting Persons undertake to provide full information
regarding the number of shares purchased at each separate price upon request by the staff of the Securities and Exchange Commission.
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(3)
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The price per share represents a weighted average price of purchases executed in multiple transactions with purchase prices ranging from $3.45 to $4.23. The Reporting Persons undertake to provide full information
regarding the number of shares purchased at each separate price upon request by the staff of the Securities and Exchange Commission.
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(4)
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The price per share represents a weighted average price of purchases executed in multiple transactions with purchase prices ranging from $3.15 to $3.29. The Reporting Persons undertake to provide full information
regarding the number of shares purchased at each separate price upon request by the staff of the Securities and Exchange Commission.
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(5)
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The price per share represents a weighted average price of purchases executed in multiple transactions with purchase prices ranging from $3.15 to $3.235. The Reporting Persons undertake to provide full information
regarding the number of shares purchased at each separate price upon request by the staff of the Securities and Exchange Commission.
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SIGNATURES
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: September 23, 2016
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FLAGSHIP VENTURES FUND 2007, L.P.
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By:
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Flagship Ventures 2007 General Partner LLC
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By:
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/s/ Noubar B. Afeyan, Ph.D.
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Name:
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Noubar B. Afeyan, Ph.D.
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Title:
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Manager
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FLAGSHIP VENTURES 2007 GENERAL PARTNER LLC
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By:
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/s/ Noubar B. Afeyan, Ph.D.
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Name:
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Noubar B. Afeyan, Ph.D.
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Title:
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Manager
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FLAGSHIP VENTURES FUND IV, L.P.
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By:
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Flagship Ventures Fund IV General Partner LLC
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By:
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/s/ Noubar B. Afeyan, Ph.D.
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Name:
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Noubar B. Afeyan, Ph.D.
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Title:
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Manager
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FLAGSHIP VENTURES FUND IV-RX, L.P.
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By:
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Flagship Ventures Fund IV General Partner LLC
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By:
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/s/ Noubar B. Afeyan, Ph.D.
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Name:
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Noubar B. Afeyan, Ph.D.
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Title:
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Manager
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FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC
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By:
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/s/ Noubar B. Afeyan, Ph.D.
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Name:
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Noubar B. Afeyan, Ph.D.
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Title:
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Manager
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/s/ Noubar B. Afeyan, Ph.D.
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NOUBAR B. AFEYAN, PH.D.
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/s/ Edwin M. Kania, Jr.
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EDWIN M. KANIA, JR.
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