Amended Statement of Ownership (sc 13g/a)
February 03 2017 - 1:12PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Chiasma, Inc.
(Name of
Issuer)
Common Stock, $0.01 par value
(Title of
Class of Securities)
16706W102
(CUSIP Number)
December 31, 2016
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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.
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).
(Continued on following pages)
Page
1
of 11 Pages
Exhibit Index Contained on Page 10
CUSIP NO. 16706W102
|
13 G
|
Page
2
of 11
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sofinnova Venture Partners IX, L.P. (“SVP IX”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, except that Sofinnova Management IX, L.L.C. (“SM IX”), the general partner of SVP IX, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Dr. Anand Mehra (“Mehra”), the managing members of SM IX, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, except that SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power and Powell, Healy and Mehra, the managing members of SM IX, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,767,102
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.2%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
|
|
|
|
|
CUSIP NO. 16706W102
|
13 G
|
Page
3
of 11
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sofinnova Management IX, L.L.C. (“SM IX”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Powell, Healy and Mehra, the managing members of SM IX, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Powell, Healy and Mehra, the managing members of SM IX, may be deemed to have shared dispositive power over these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,767,102
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.2%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
|
|
|
|
|
CUSIP NO. 16706W102
|
13 G
|
Page
4
of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Powell (“Powell”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
|
6
|
SHARED VOTING POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Powell, a managing member of SM IX, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Powell, a managing member of SM IX, may be deemed to have shared power to dispose of these shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,767,102
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
|
|
|
|
CUSIP NO. 16706W102
|
13 G
|
Page
5
of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. James I. Healy (“Healy”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
|
6
|
SHARED VOTING POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Healy, a managing member of SM IX, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Healy, a managing member of SM IX, may be deemed to have shared power to dispose of these shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,767,102
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
|
|
|
|
CUSIP NO. 16706W102
|
13 G
|
Page
6
of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Anand Mehra (“Mehra”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
|
6
|
SHARED VOTING POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Mehra, a managing member of SM IX, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
1,767,102 shares, which includes 136,881 shares of Common Stock subject to a currently exercisable warrant, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Mehra, a managing member of SM IX, may be deemed to have shared power to dispose of these shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,767,102
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
|
|
|
|
CUSIP NO. 16706W102
|
13 G
|
Page
7
of 11
|
|
ITEM 1 (A).
|
NAME OF ISSUER
|
Chiasma,
Inc.
|
ITEM 1(B).
|
ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
60 Wells Avenue, Suite 102
Newton, Massachusetts 02459
|
ITEM 2(A).
|
NAME OF
PERSONS FILING
|
This Statement is filed by
Sofinnova Venture Partners IX, L.P. (“SVP
IX”),
Sofinnova Management IX, L.L.C. (“SM IX”),
Dr.
Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Dr. Anand Mehra (“Mehra”).
The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
SM IX, the general partner of SVP
IX, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP IX. Powell,
Healy and Mehra are the managing members of SM IX and may be deemed to have shared power to vote and shared power to dispose of
shares of the Issuer directly owned by SVP IX.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons
is:
Sofinnova Ventures
3000 Sand Hill Road, Bldg. 4, Suite 250
Menlo Park, CA 94025
SVP IX is a Delaware limited partnership.
SM IX is a Delaware limited liability company. Powell, Healy and Mehra are United States citizens.
|
ITEM 2(D)
AND (E).
|
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
|
Common Stock, $0.01 par value.
CUSIP #16706W102
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided
as of December 31, 2016 and percentages are calculated on 24,359,584 shares outstanding on November 4, 2016 as reported by the
Issuer:
CUSIP NO. 16706W102
|
13 G
|
Page
8
of 11
|
|
(a)
|
Amount beneficially owned
:
See Row 9 of cover page for each Reporting Person.
|
|
(b)
|
Percent of Class
:
See Row 11 of cover page for each Reporting Person.
|
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
See Row 5 of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
See Row 8 of cover page for each Reporting Person.
|
|
ITEM 5.
|
OWNERSHIP OF
FIVE PERCENT OR LESS OF A CLASS
|
Not Applicable.
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON
.
|
Under certain circumstances
set forth in the limited partnership agreement of SVP IX and the limited liability company agreement of SM IX, the general and
limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends
from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member,
as the case may be.
|
ITEM 7.
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
|
Not Applicable.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
.
|
Not Applicable.
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
.
|
Not Applicable.
CUSIP NO. 16706W102
|
13 G
|
Page
9
of 11
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP NO. 16706W102
|
13 G
|
Page
10
of 11
|
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.
Date: February 3, 2017
Sofinnova Venture Partners IX, L.P.
|
/s/ Nathalie Auber
|
By Sofinnova Management IX, L.L.C.
|
Nathalie Auber, Attorney-in-Fact*
|
Its General Partner
|
|
|
|
Sofinnova Management IX, L.L.C.
|
/s/ Nathalie Auber
|
|
Nathalie Auber, Attorney-in-Fact*
|
|
|
Michael F. Powell
|
/s/ Nathalie Auber
|
|
Nathalie Auber, Attorney-in-Fact*
|
|
|
James I. Healy
|
/s/ Nathalie Auber
|
|
Nathalie Auber, Attorney-in-Fact*
|
|
|
Anand Mehra
|
/s/ Nathalie Auber
|
|
Nathalie Auber, Attorney-in-Fact*
|
*Signed pursuant to a Power of Attorney already on file with
the appropriate agencies.
CUSIP NO. 16706W102
|
13 G
|
Page
11
of 11
|
Exhibit A An Agreement of Joint Filing was
filed as Exhibit A to the Reporting Person’s initial filing on Schedule 13G and is incorporated herein by reference.
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