Washington, D.C. 20549
(Amendment No. 2)*
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 the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for purposes 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).
CUSIP No.
20600T108
|
13G
|
Page 2 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
HealthCor Management, L.P.
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
PN
|
CUSIP No.
20600T108
|
13G
|
Page 3 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
HealthCor Associates, LLC
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
OO - limited liability company
|
CUSIP No.
20600T108
|
13G
|
Page 4 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
HealthCor Offshore Master Fund, L.P.
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
PN
|
CUSIP No.
20600T108
|
13G
|
Page 5 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
HealthCor Offshore GP, LLC
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
OO – limited liability company
|
CUSIP No.
20600T108
|
13G
|
Page 6 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
HealthCor Group, LLC
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
OO - limited liability company
|
CUSIP No.
20600T108
|
13G
|
Page 7 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
Arthur Cohen
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
United States
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
IN
|
CUSIP No.
20600T108
|
13G
|
Page 8 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
Joseph Healey
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
United States
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
IN
|
CUSIP No.
20600T108
|
13G
|
Page 9 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
HealthCor Sanatate Offshore Master Fund, L.P.
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
PN
|
CUSIP No.
20600T108
|
13G
|
Page 10 of 15 Pages
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
HealthCor Offshore Master II GP, LLC
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
(a)
x
|
|
|
|
(b)
¨
|
|
(3)
|
SEC USE ONLY
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
SHARES
|
|
0
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
OO - limited liability company
|
CUSIP No.
20600T108
|
13G
|
Page 11 of 15 Pages
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
Conatus Pharmaceuticals, Inc.
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
|
|
|
16745 West Bernardo Drive, Suite 200 CA 92127
|
Item 2(a, b, c).
|
Name of Person Filing:
|
(i) HealthCor Management, L.P., a Delaware limited partnership,
Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(ii) HealthCor Associates, LLC, a Delaware limited liability
company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(iii) HealthCor Offshore Master Fund, L.P., a Cayman
Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(iv) HealthCor Offshore GP, LLC, a Delaware limited
liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(v) HealthCor Group, LLC, a Delaware limited liability
company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(vi) Joseph Healey, Carnegie Hall Tower, 152 West 57th
Street, 43rd Floor, New York, New York 10019;
(vii) Arthur Cohen, 12 South Main Street, #203 Norwalk,
Ct 06854;
(viii) HealthCor Sanatate Offshore Master Fund, L.P.,
a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019; and
(ix) HealthCor Offshore II GP, LLC, a Delaware limited
liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019.
Both Mr. Healey and Mr. Cohen are United States citizens.
The persons at (i) through (xi) above are collectively
referred to herein as the "Reporting Persons".
CUSIP No.
20600T108
|
13G
|
Page 12 of 15 Pages
|
Item 2(d).
|
Title of Class of Securities: Common Stock, $.0001 Par Value Per Share (the "Common Stock")
|
Item 2(e).
|
CUSIP Number: 20600T108
|
The information required by Items 4(a) - (c) is set
forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting
Person.
Collectively, HealthCor Offshore Master Fund, L.P. and
HealthCor Long Offshore Master Fund, L.P. (each a "Fund" and together, the "Funds") are the beneficial owners
of a total of 0 shares of the Common Stock of the Issuer.
HealthCor Offshore GP, LLC is the general partner of
HealthCor Offshore Master Fund, L.P. Accordingly, HealthCor Offshore GP, LLC may be deemed to beneficially own the shares of Common
Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P. HealthCor Group, LLC is the general partner of HealthCor
Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor
Offshore Master Fund, L.P.
HealthCor Offshore II GP, LLC is the general partner
of HealthCor Sanatate Offshore Master Fund, L.P. Accordingly, HealthCor Offshore II GP, LLC may be deemed to beneficially own the
shares of Common Stock that are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P. HealthCor Group, LLC is the
managing member of HealthCor Offshore II GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that
are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P.
By virtue of its position as the investment manager
of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of all the shares of Common Stock owned by the Funds.
HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially own
the shares of Common Stock that are beneficially owned by the Funds.
CUSIP No.
20600T108
|
13G
|
Page 13 of 15 Pages
|
As the Managers of HealthCor Associates, LLC, Arthur
Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and
therefore each may be deemed a beneficial owner of such Common Stock.
Each of the Reporting Persons hereby disclaims any beneficial
ownership of any such shares of Common Stock in excess of their actual pecuniary interest therein.
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
¨
.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable
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.
|
See Exhibit I.
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.
Exhibits:
Exhibit I:
|
Joint Acquisition Statement (incorporated by reference to Exhibit I to Amendment No. 1 to Schedule 13G filed February 16, 2016)
|
CUSIP No.
20600T108
|
13G
|
Page 14 of 15 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.
DATED: February 14, 2017
|
HEALTHCOR MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
By: HealthCor Associates, LLC, its general partner
|
|
|
|
|
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
|
HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
|
|
|
|
|
|
|
|
By: HealthCor Group, LLC, its general partner
|
|
|
|
|
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
CUSIP No.
20600T108
|
13G
|
Page 15 of 15 Pages
|
|
HEALTHCOR OFFSHORE MASTER GP II, LLC, for itself and as general partner of behalf of HEALTHCOR SANATATE OFFSHORE MASTER FUND, L.P.
|
|
|
|
|
|
|
|
By: HealthCor Group, LLC, its general partner
|
|
|
|
|
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
|
|
|
|
|
HEALTHCOR ASSOCIATES, LLC
|
|
|
|
|
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
|
|
|
|
|
HEALTHCOR GROUP, LLC
|
|
|
|
|
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
|
|
|
|
|
JOSEPH HEALEY, Individually
|
|
|
|
|
|
|
|
/s/ Joseph Healey
|
|
|
|
|
|
|
ARTHUR COHEN, Individually
|
|
|
|
|
|
|
|
/s/ Arthur Cohen
|
|