Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Voyager
Therapeutics, Inc.
(Name of Issuer)
COMMON STOCK,
$0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
92915B106
(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:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
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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 the disclosures provided in a prior cover page.
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The information required in 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.
92915B106
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SCHEDULE 13
G
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Page
2
of 12
Pages
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1.
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NAMES OF
REPORTING PERSONS
Third Rock Ventures III, L.P.
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
10,311,176
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
10,311,176
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,311,176
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
38.6% (1)
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12.
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TYPE OF REPORTING PERSON
PN
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(1)
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The percent of class was calculated based on 26,720,082 shares of common stock issued and outstanding as of November 7, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 10, 2016.
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CUSIP No.
92915B106
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SCHEDULE 13
G
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Page
3
of 12
Pages
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1.
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NAMES OF
REPORTING PERSONS
Third Rock Ventures GP III, L.P.
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
10,311,176
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
10,311,176
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,311,176
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
38.6% (1)
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12.
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TYPE OF REPORTING PERSON
PN
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CUSIP No.
92915B106
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SCHEDULE 13
G
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Page
4
of 12
Pages
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1.
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NAMES OF
REPORTING PERSONS
TRV GP III, LLC
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
10,311,176
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
10,311,176
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,311,176
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
38.6% (1)
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12.
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
92915B106
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SCHEDULE 13
G
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Page
5
of 12
Pages
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1.
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NAMES OF
REPORTING PERSONS
Mark Levin
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
5,890 (2)
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6.
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SHARED VOTING POWER
10,311,176
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7.
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SOLE DISPOSITIVE POWER
5,890 (2)
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8.
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SHARED DISPOSITIVE POWER
10,311,176
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,317,066 (2)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
38.6% (1)
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12.
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TYPE OF REPORTING PERSON
IN
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(2)
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Includes 589 shares of Common Stock held directly by the Levin Family 2014 Irrevocable Trust.
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CUSIP No.
92915B106
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SCHEDULE 13
G
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Page
6
of 12
Pages
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1.
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NAMES OF
REPORTING PERSONS
Kevin P. Starr
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
5,891
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6.
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SHARED VOTING POWER
10,311,176
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7.
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SOLE DISPOSITIVE POWER
5,891
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8.
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SHARED DISPOSITIVE POWER
10,311,176
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,317,067
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
38.6% (1)
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12.
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
92915B106
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SCHEDULE 13
G
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Page
7
of 12
Pages
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1.
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NAMES OF
REPORTING PERSONS
Robert I. Tepper
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5.
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SOLE VOTING POWER
5,891
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6.
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SHARED VOTING POWER
10,311,176
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7.
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SOLE DISPOSITIVE POWER
5,891
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8.
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SHARED DISPOSITIVE POWER
10,311,176
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,317,067
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10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
38.6% (1)
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12.
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
92915B106
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SCHEDULE 13
G
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Page
8
of 12
Pages
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Item 1.
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Issuer
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(a)
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Name of Issuer:
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Voyager Therapeutics, Inc. (the “
Issuer
”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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75 Sidney Street
Cambridge, MA
02139
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Item 2.
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Filing Person
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(a) – (c)
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Name of Persons Filing; Address; Citizenship:
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(i)
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Third Rock Ventures III, L.P. (“
TRV III
”);
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(ii)
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Third Rock Ventures GP III, L.P. (“
TRV GP III
”), which is the sole general partner of TRV III;
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(iii)
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TRV GP III, LLC (“
TRV GP III LLC
”), which is the sole general partner of TRV GP III;
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(iv)
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Mark Levin (“
Levin
”), a managing member of TRV GP III LLC;
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(v)
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Kevin P. Starr (“
Starr
”), a managing member of TRV GP III LLC; and
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(vi)
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Robert I. Tepper (“
Tepper
,” and collectively with TRV III, TRV GP III, TRV GP III LLC, Levin and Starr, the “
Reporting Persons
”), a managing member of TRV GP III LLC.
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The address of the principal business office of each of the Reporting Persons is Third Rock Ventures, LLC, 29 Newbury Street, 3rd
Floor, Boston, MA 02116.
Each of TRV III and TRV GP III is a Delaware limited
partnership. TRV GP III LLC is a Delaware limited liability company. Levin, Tepper and Starr are United States citizens.
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(d)
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Title of Class of Securities:
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Common stock, $0.001 par value per share, (the “
Common Stock
”)
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(e)
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CUSIP Number:
92915B106
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Item 3.
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If this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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☐
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A
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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CUSIP No.
92915B106
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SCHEDULE 13
G
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Page
9
of 12
Pages
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(k)
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☐
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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If filing as a
non-U.S.
institution in accordance with
§240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Item 4.
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Ownership.
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(a) and (b)
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Amount beneficially owned:
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(i)
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TRV III directly owns 10,311,176 shares of Common Stock (the “
Shares
”), which represents approximately 38.6% of the outstanding shares of Common Stock.
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(ii)
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TRV GP III is the general partner of TRV III and may be deemed to beneficially own the Shares.
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(iii)
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TRV GP III LLC is the general partner of TRV GP III and may be deemed to beneficially own the Shares.
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(iv)
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As a managing member of TRV GP III LLC, Levin may be deemed to beneficially own the Shares. Additionally, as of December 31, 2016, Levin directly owns 5,301 shares of Common Stock, and the Levin Family 2014 Irrevocable Trust
directly owns 589 shares of Common Stock (the “
Trust Shares
”). As Levin’s Spouse is a trustee of the Levin Family, 2014 Irrevocable Trust, Levin may be deemed to beneficially own the Trust Shares. As a result, Levin may be
deemed to beneficially own an aggregate of 10,317,066 shares of Common Stock, which represents approximately 38.6% of the outstanding shares of Common Stock.
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(v)
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As a managing member of TRV GP III LLC, Tepper may be deemed to beneficially own the Shares. Additionally, as of December 31, 2016, Tepper directly owns 5,891 shares of Common Stock. As a result, Tepper may be deemed to
beneficially own an aggregate of 10,317,067 shares of Common Stock, which represents approximately 38.6% of the outstanding shares of Common Stock.
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(vi)
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As a managing member of TRV GP III LLC, Starr may be deemed to beneficially own the Shares. Additionally, as of December 31, 2016, Starr directly owns 5,891 shares of Common Stock. As a result, Starr may be deemed to
beneficially own an aggregate of 10,317,067 shares of Common Stock, which represents approximately 38.6% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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Number of Shares of Common Stock
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Reporting Person
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(i)
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(ii)
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(iii)
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(iv)
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TRV III
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0
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10,311,176
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0
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10,311,176
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TRV GP III
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0
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10,311,176
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0
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10,311,176
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TRV GP III LLC
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0
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10,311,176
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0
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10,311,176
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Levin
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5,890
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10,311,176
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5,890
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10,311,176
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Starr
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5,891
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10,311,176
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5,891
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10,311,176
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Tepper
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5,891
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10,311,176
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5,891
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10,311,176
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(i)
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Sole power to vote or direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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CUSIP No.
92915B106
|
|
SCHEDULE 13
G
|
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Page
10
of 12
Pages
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The percent of class was calculated based on 26,720,082 shares of common stock issued and outstanding as of November 7, 2016, as disclosed in the Issuer’s Quarterly Report on Form
10-Q
filed with the Securities and Exchange Commission on November 10, 2016.
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Item 5.
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Ownership of Five Percent or Less of a Class.
Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
Not applicable.
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Item 9.
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Notice of Dissolution of Group.
Not applicable.
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Item 10.
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Certification.
Not applicable.
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CUSIP No.
92915B106
|
|
SCHEDULE 13
G
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Page
11
of 12
Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2017
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THIRD ROCK VENTURES III, L.P.
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By:
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THIRD ROCK VENTURES GP III, L.P.,
|
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General Partner
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By:
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TRV GP III, LLC,
|
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General Partner
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By:
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/s/ Kevin Gillis
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Kevin Gillis
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Chief Financial Officer
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THIRD ROCK VENTURES GP III, L.P.
|
|
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By:
|
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TRV GP III, LLC,
|
|
|
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General Partner
|
|
|
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By:
|
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/s/ Kevin Gillis
|
|
|
|
Kevin Gillis
|
|
|
|
Chief Financial Officer
|
|
|
|
TRV GP III, LLC
|
|
|
|
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By:
|
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/s/ Kevin Gillis
|
|
|
|
Kevin Gillis
|
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|
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Chief Financial Officer
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MARK LEVIN
|
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|
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/s/ Kevin Gillis, As
attorney-in-fact
|
|
Mark Levin
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KEVIN P. STARR
|
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|
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/s/ Kevin Gillis, As
attorney-in-fact
|
|
Kevin P. Starr
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CUSIP No.
92915B106
|
|
SCHEDULE 13
G
|
|
Page
12
of 12
Pages
|
|
|
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|
ROBERT I. TEPPER
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|
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/s/ Kevin Gillis, As
attorney-in-fact
|
|
Robert I. Tepper
|
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