Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:11AM
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. 2)*
Zafgen, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98885E103
(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
Exhibit Index on Page 10
CUSIP # 98885E103
|
Page 2 of 11
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Fund II, L.P. (“FCF II”)
|
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
663,780 shares, except that Foresite Capital Management II, LLC (“FCM II”), the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
663,780 shares, except that FCM II, the general partner of FCF II,
may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have
sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 663,780
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%
|
12
|
TYPE OF REPORTING PERSON PN
|
CUSIP # 98885E103
|
Page 3 of 11
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Management II, LLC (“FCM II”)
|
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
663,780 shares, all of which are directly owned by Foresite Capital Fund II, L.P. (“FCF II”). FCM II, the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
663,780 shares, all of which are directly owned by FCF II. FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 663,780
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%
|
12
|
TYPE OF REPORTING PERSON OO
|
CUSIP # 98885E103
|
Page 4 of 11
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF III”)
|
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
469,404 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
469,404 shares, except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 469,404
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
|
12
|
TYPE OF REPORTING PERSON PN
|
CUSIP # 98885E103
|
Page 5 of 11
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM III”)
|
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
469,404 shares, all of which are directly owned by Foresite Capital Fund III, L.P. (“FCF III”). FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
469,404 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 469,404
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
|
12
|
TYPE OF REPORTING PERSON OO
|
CUSIP # 98885E103
|
Page 6 of 11
|
1
|
NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,133,184 shares, of which 663,780 shares are directly owned by Foresite Capital Fund II, L.P. (“FCF II”), and 469,404 shares are directly owned by Foresite Capital Fund III, L.P. (“FCF III”). Tananbaum is the managing member of each of Foresite Capital Management II, LLC (“FCM II”), which is the general partner of FCF II, and Foresite Capital Management III, LLC (“FCM III”), which is the general partner of FCF III. Tananbaum may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,133,184 shares, of which 663,780 shares are directly owned by FCF II, and 469,404 shares are directly owned by FCF III. Tananbaum is the managing member of each FCM II, which is the general partner of FCF II, and FCM III, which is the general partner of FCF III. Tananbaum may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,133,184
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
|
12
|
TYPE OF REPORTING PERSON IN
|
CUSIP # 98885E103
|
Page 7 of 11
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
Zafgen, Inc. (the “Issuer”)
|
ITEM 1 (B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
175
Portland Street, 4
th
Floor
Boston, Massachusetts 02114
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
This Schedule is filed by Foresite Capital
Fund II, L.P., a Delaware limited partnership, Foresite Capital Management II, LLC, a Delaware limited liability company, Foresite
Capital Fund III, L.P., a Delaware limited partnership, Foresite Capital Management III, LLC, a Delaware limited liability company
and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons
is:
c/o Foresite Capital Management
600 Montgomery Street, Suite 4500
San Francisco, CA 94111
See Row 4 of cover page for each Reporting Person.
|
ITEM 2(D).
|
TITLE OF CLASS OF SECURITIES
|
Common Stock
98885E103
|
ITEM 3.
|
If this statement
is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
The following information with respect
to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of December 31, 2016:
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each Reporting Person.
See Row 11 of cover page for each Reporting Person.
CUSIP # 98885E103
|
Page 8 of 11
|
|
(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
|
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following:
x
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
.
|
Under certain circumstances set forth in the limited partnership
agreements of FCF II and FCF III and the limited liability company agreements of FCM II and FCM III the 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 directly or indirectly owned by each such entity of which they are a partner or member.
|
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
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 # 98885E103
|
Page 9 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 13, 2017
|
FORESITE CAPITAL FUND II, L.P.
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT II, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT II, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
FORESITE CAPITAL FUND III, L.P.
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
JAMES TANANBAUM
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
CUSIP # 98885E103
|
Page 10 of 11
|
EXHIBIT INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
11
|
CUSIP # 98885E103
|
Page 11 of 11
|
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf
of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate
agencies.
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