Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 4:59PM
Edgar (US Regulatory)
SCHEDULE 13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 1)*
Agile Therapeutics, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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00847L100
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(CUSIP Number)
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December 31, 2016
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
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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 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).
1
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NAMES OF REPORTING PERSONS
Vivo Capital VIII, LLC
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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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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
1,513,975
(1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,513,975
(1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,513,975
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26%
(2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1)
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The shares are held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC
is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.
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(2)
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Based on 28,757,719 shares of common stock outstanding as of November 4, 2016, as reported in the issuer’s
quarterly report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016.
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Item 1
.
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(a)
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Name of Issuer
:
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Agile
Therapeutics, Inc.
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(b)
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Address of Issuer's Principal Executive Offices:
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101
Poor Farm Road, Princeton, New Jersey 08540
Item
2.
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(a)
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Name of Person
Filing:
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Vivo
Capital VIII, LLC
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(b)
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Address of Principal
Business Office or, if None, Residence:
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505
Hamilton Avenue, Suite 207, Palo Alto, CA 94301
Vivo
Capital VIII, LLC, is a Delaware limited liability company.
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(d)
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Title of Class
of Securities:
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Common
Stock, par value $0.0001 per share
00847L100
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Item
3.
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If This Statement
is Filed Pursuant to
§§ 240.13d-1(b),
or
240.13d-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
§ 240.13d-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
§ 240.13d-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
§ 240.13d-1
(b)(l)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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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;
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(j)
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¨
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A non-U.S. institution in accordance with
§ 240.13d-1
(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with
§ 240.13d-1
(b)(l)(ii)(K).
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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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Not Applicable.
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(a)
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Amount beneficially
owned:
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The
shares of common stock are held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.:
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·
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Vivo Capital Fund VIII, L.P.: 1,330,280 shares
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·
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Vivo Capital Surplus Fund VIII, L.P.: 183,695 shares
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Vivo Capital
VIII, LLC is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.
The voting
members of Vivo Capital VIII, LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual
voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.
5.26%
(based on 28,757,719 shares of common stock outstanding as of shares outstanding as of November 4, 2016, as reported in the issuer’s
quarterly report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016).
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(c)
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Number of shares
as to which such person has:
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(i)
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Sole
power to vote or to direct the vote: 1,513,975
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 1,513,975
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(iv)
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Shared power to dispose of or to direct the disposition of: 0
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Item 5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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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.
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Not
Applicable.
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Item 8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group.
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Not
applicable.
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.
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.
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Vivo Capital VIII, LLC
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February 13, 2017
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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