Amended Statement of Beneficial Ownership (sc 13d/a)
February 02 2017 - 2:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Ocera
Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
89413J102
(CUSIP Number)
Thomas, McNerney & Partners
12527 Central Avenue NE #297
Minneapolis, MN 55434
(612) 465-8660
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
Daniel Finkelman
Proskauer Rose, LLP
One
International Place
Boston, MA 02110
(617)-526-9755
January 30, 2017
(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).
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CUSIP No. 89413J102
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13D
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Page
2
of 14 Pages
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1.
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Names of
Reporting Persons.
Thomas, McNerney & Partners, L.P. (“TMP”)
I.R.S. Identification Nos. of above persons (entities only).
41-2019635
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Sources of Funds (See
Instructions)
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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
1,945,279 (1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
1,945,279 (1)
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10.
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Shared Dispositive Power
0
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11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
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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)
8% (2)
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|
14.
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Type of Reporting Person (See
Instructions)
PN
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(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
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(2)
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This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
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CUSIP No. 89413J102
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13D
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Page
3
of 14 Pages
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1.
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Names of
Reporting Persons.
TMP Associates, L.P. (“TMPA”)
I.R.S. Identification Nos. of above persons (entities only).
71-0919539
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2.
|
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
|
|
4.
|
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Sources of Funds (See
Instructions)
|
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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.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
1,945,279 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
1,945,279 (1)
|
|
|
10.
|
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Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8% (2)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
|
|
(2)
|
This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
|
|
|
|
|
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CUSIP No. 89413J102
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13D
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Page
4
of 14 Pages
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1.
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Names of
Reporting Persons.
Thomas, McNerney & Partners, LLC (“TMP LLC”)
I.R.S. Identification Nos. of above persons (entities only).
94-3393928
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Sources of Funds (See
Instructions)
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
1,945,279 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
1,945,279 (1)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8% (2)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
|
|
(2)
|
This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
|
|
|
|
|
|
|
CUSIP No. 89413J102
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13D
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Page
5
of 14 Pages
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1.
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Names of
Reporting Persons.
TMP Nominee, LLC (“TMPN”)
I.R.S. Identification Nos. of above persons (entities only).
01-0743210
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Sources of Funds (See
Instructions)
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
1,945,279 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
1,945,279 (1)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8% (2)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
|
|
(2)
|
This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
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Page
6
of 14 Pages
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|
|
|
|
|
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|
1.
|
|
Names of
Reporting Persons.
Thomas, McNerney & Partners II, L.P. (“TMP II”)
I.R.S. Identification Nos. of above persons (entities only).
72-1618589
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Sources of Funds (See
Instructions)
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
1,945,279 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
1,945,279 (1)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8% (2)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
|
|
(2)
|
This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
|
|
Page
7
of 14 Pages
|
|
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
TMP Associates II, L.P. (“TMPA II”)
I.R.S. Identification Nos. of above persons (entities only).
20-5878656
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Sources of Funds (See
Instructions)
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
1,945,279 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
1,945,279 (1)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8% (2)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
|
|
(2)
|
This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
.
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
|
|
Page
8
of 14 Pages
|
|
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Thomas, McNerney & Partners II, LLC (“TMP II LLC”)
I.R.S. Identification Nos. of above persons (entities only).
72-1618588
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Sources of Funds (See
Instructions)
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
1,945,279 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
1,945,279 (1)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8% (2)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
|
|
(2)
|
This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
|
|
Page
9
of 14 Pages
|
|
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
TMP Nominee II, LLC (“TMPN II”)
I.R.S. Identification Nos. of above persons (entities only).
20-5878544
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Sources of Funds (See
Instructions)
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,945,279 (1)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,945,279 (1)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8% (2)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
|
|
(2)
|
This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
|
|
Page
10
of 14 Pages
|
|
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
James E. Thomas
I.R.S. Identification Nos. of above persons (entities only).
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Sources of Funds (See
Instructions)
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
U.S. Citizen
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,945,279 (1)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,945,279 (1)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,945,279 (1)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
8% (2)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
|
(1)
|
Consists of (i) 1,313,896 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Ocera Therapeutics, Inc. formerly known as Tranzyme, Inc. (the “Issuer”) held of record by
Thomas, McNerney & Partners, L.P. (“TMP”); (ii) 4,910 shares of Common Stock held of record by TMP Associates, L.P. (“TMPA”); (iii) 46,330 shares of Common Stock held of record by TMP Nominee, LLC
(“TMPN”); (iv) 533,822 shares of Common Stock held of record by Thomas, McNerney & Partners II, L.P. (“TMP II”); (v) 2,001 shares of Common Stock held of record by TMP Associates II, L.P. (“TMPA II”);
(vi) 5,576 shares of Common Stock held of record by TMP Nominee II, LLC (“TMPN II”); (vii) 37,909 shares of Common Stock that may be purchased pursuant to warrants held by TMP; (viii) 141 shares of Common Stock that may be
purchased pursuant to warrants held by TMPA; and (ix) 694 shares of Common Stock that may be purchased pursuant to warrants held by TMPN. Thomas, McNerney & Partners, LLC (“TMP LLC”), the general partner of TMP and TMPA,
has voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to
the shares held by TMP and TMPA. Thomas, McNerney & Partners II, LLC (“TMP II LLC”), the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II
has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the
managers of TMPN II and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC
exercises voting and dispositive power. James E. Thomas, and Peter McNerney, are the managers of TMPN and have shared voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as
TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. The persons named in this footnote are referred to individually
herein as a “Reporting Person” and collectively as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of the Issuer’s shares other than with regard to those shares which each such person owns of
record.
|
|
(2)
|
This percentage is calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
|
|
Page
11
of 14 Pages
|
Schedule 13D
|
Item 1.
|
Security and Issuer
.
|
This Amendment No. 3 to the statement on Schedule 13D (this
“Amendment No. 3”) amends and supplements the statement on Schedule 13D filed on July 25, 2013 (the “Original 13D,” and, together with Amendment No. 1 filed on February 13, 2015, Amendment No. 2 filed on
February 16, 2016 and this Amendment No. 2, the “Schedule 13D”) filed by the Reporting Persons, and relates to common stock $0.00001 par value (the “Common Stock”) of Ocera Therapeutics, Inc., formerly known as
Tranzyme, Inc. (the “Issuer”) having its principal executive office at 525 University Avenue, Suite 610, Palo Alto, CA 94301. This Amendment No. 3 is being filed to disclose the change in beneficial ownership of the Issuer’s
Common Stock by the Reporting Persons in connection with the disposition of shares by the filer.
Except as specifically provided herein,
this Amendment No. 3 does not modify any of the information previously reported on the Original 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original 13D.
|
Item 2.
|
Identity and Background
.
|
This Amendment No. 3 amends and restates in its
entirety Item 2 of the Original 13D as set forth below:
This statement is being filed by:
Thomas, McNerney & Partners, L.P. (“TMP”), TMP Associates, L.P. (“TMPA”), TMP Nominee, LLC (“TMPN”),
Thomas, McNerney & Partners, LLC (“TMP LLC”), Thomas, McNerney & Partners II, L.P. (“TMP II”), TMP Associates II, L.P. (“TMPA II”), TMP Nominee II, LLC (“TMPN II”), Thomas,
McNerney & Partners II, LLC (“TMP II LLC”) and James E. Thomas.
TMP LLC, the general partner of TMP and TMPA, has
voting and dispositive power over the shares held by TMP and TMPA. In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to the
shares held by TMP and TMPA. James E. Thomas and Peter McNerney are the managers of TMPN and have voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP LLC votes and
disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC.
TMP II LLC, the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In
addition, TMPN II has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter
McNerney are the managers of TMPN II and have voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which
TMP II LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP II LLC.
The persons named in this
Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal office and principal business address of the Reporting Persons is 12527 Central Avenue NE #297, Minneapolis, MN
55434.
The principal business of TMP, TMPA, TMPN, TMP II, TMPA II, and TMPN II is to invest in life science and medical technology
companies located principally in the United States. The principal business of TMP LLC is to act as the general partner of TMP and TMPA. The principal business of TMP II LLC is to act as the general partner of TMP II and TMPA II. The principal
business of James E. Thomas is to manage TMP LLC and TMP II LLC and a number of affiliated partnerships with similar businesses.
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
|
|
Page
12
of 14 Pages
|
During the five years prior to the date hereof, none of the Reporting Persons has been
convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
TMP, TMPA, TMP II, and TMPA II are each a limited partnership organized under the laws of the
State of Delaware. TMPN, TMPN II, TMP LLC and TMP II LLC are each a limited liability company organized under the laws of the State of Delaware. James E. Thomas is a U.S. citizen.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
This Amendment No. 3 amends and restates in its entirety
the final paragraph of clause (a) of Item 5 of the Original 13D as set forth below:
|
|
(a)
|
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of each such Reporting Person’s cover sheet. Such percentage
was calculated based on 23,143,938 shares reported to be outstanding, as of October 31, 2016 in the Issuer’s Form 10-Q filed on November 2, 2016.
|
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Exhibit 1 – Agreement regarding
filing of joint Schedule 13D.
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
|
|
Page
13
of 14 Pages
|
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
EXECUTED this 2nd day of February, 2017.
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas,
McNerney & Partners, L.P.
|
|
February 2, 2017
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
Manager of TMP Nominee, LLC
|
|
February 2, 2017
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP
Associates, L.P.
|
|
February 2, 2017
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
Manager of Thomas, McNerney & Partners, LLC
|
|
February 2, 2017
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
Manager of Thomas, McNerney & Partners II, LLC, the general partner of Thomas,
McNerney & Partners II, L.P.
|
|
February 2, 2017
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
Manager of TMP Nominee II, LLC
|
|
February 2, 2017
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
Manager of Thomas, McNerney & Partners II, LLC, the general partner of TMP
Associates II, L.P.
|
|
February 2, 2017
|
|
|
|
|
|
|
|
CUSIP No. 89413J102
|
|
13D
|
|
Page
14
of 14 Pages
|
|
|
|
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
Manager of Thomas, McNerney & Partners II, LLC
|
|
February 2, 2017
|
|
|
|
|
/s/ James E.
Thomas
James E. Thomas
|
|
February 2, 2017
|
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