CUSIP NO. 13089P101
|
13D
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Page
1
of 15
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)
(Amendment No. 1)
Calithera Biosciences, Inc.
(Name of
Issuer)
Common
Stock, par value
$0.0001
per share
(Title of Class of Securities)
13089P101
(CUSIP Number)
Matthew Potter
c/o Delphi Ventures
160 Bovet Road, Suite #408
San Mateo, CA 94402
(650) 854-9650
COPY TO:
Christine Wichrowski, Esq.
c/o Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
1200 Seaport Boulevard, Redwood City, California
94063
(650) 321-2400
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
January 30, 2017
(Date of
Event Which Requires Filing of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* 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 the cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the 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).
(Continued on following
pages)
CUSIP NO. 13089P101
|
13D
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Page
2
of 15
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delphi Ventures VIII,
L.P. (“Delphi VIII”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(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
2,403,238 shares, except that Delphi Management Partners VIII, L.L.C. (“DMP VIII”), the general partner of Delphi VIII, may be deemed to have sole power to vote these shares, and James J. Bochnowski (“Bochnowski”), David L. Douglass (“Douglass”), Deepika R. Pakianathan (“Pakianathan”) and Douglas A. Roeder (“Roeder”), the managing members of DMP VIII, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
2,403,238 shares, except that DMP VIII, the general partner of Delphi VIII, may be deemed to have sole power to dispose of these shares, and Bochnowski, Douglass, Pakianathan and Roeder, the managing members of DMP VIII, 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
2,403,238
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
11.0%
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
CUSIP NO. 13089P101
|
13D
|
Page
3
of 15
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delphi BioInvestments
VIII, L.P. (“DBI VIII”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(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
23,464 shares, except that DMP VIII, the general
partner of DBI VIII, may be deemed to have sole power to vote these shares, and Bochnowski, Douglass, Pakianathan and Roeder, the
managing members of DMP VIII, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
23,464 shares, except that DMP VIII, the general
partner of DBI VIII, may be deemed to have sole power to dispose of these shares, and Bochnowski, Douglass, Pakianathan and Roeder,
the managing members of DMP VIII, 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
23,464
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
0.1%
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
CUSIP NO. 13089P101
|
13D
|
Page
4
of 15
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delphi Management Partners VIII, L.L.C.
(“DMP VIII”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(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
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. DMP VIII is the general partner of each of
Delphi VIII and DBI VIII, and may be deemed to have sole voting power with respect to such shares, except Bochnowski, Douglass,
Pakianathan and Roeder, the managing members of DMP VIII, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. DMP VIII is the general partner of each of
Delphi VIII and DBI VIII, and may be deemed to have sole power to dispose of these shares, except Bochnowski, Douglass, Pakianathan
and Roeder, the managing members of DMP VIII, 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
2,426,702
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
11.1%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
CUSIP NO. 13089P101
|
13D
|
Page
5
of 15
|
1
|
NAME OF REPORTING PERSON
James J. Bochnowski (“Bochnowski”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
6
|
SHARED VOTING POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. Bochnowski is a managing member of DMP VIII,
the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. Bochnowski is a managing member of DMP VIII,
the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,426,702
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
11.1%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP NO. 13089P101
|
13D
|
Page
6
of 15
|
1
|
NAME OF REPORTING PERSON
David L. Douglass (“Douglass”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
6
|
SHARED VOTING POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. Douglass is a managing member of DMP VIII,
the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. Douglass is a managing member of DMP VIII,
the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,426,702
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
11.1%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP NO. 13089P101
|
13D
|
Page
7
of 15
|
1
|
NAME OF REPORTING PERSON
Deepika R. Pakianathan (“Pakianathan”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
18,333 shares, of which 1,833 are issuable
pursuant to outstanding options exercisable within 60 days of December 31, 2016.
|
6
|
SHARED VOTING POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. Pakianathan is a managing member of DMP VIII,
the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
18,333 shares, of which 1,833 are issuable
pursuant to outstanding options exercisable within 60 days of December 31, 2016.
|
8
|
SHARED DISPOSITIVE POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. Pakianathan is a managing member of DMP VIII,
the general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,445,035
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
11.2%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP NO. 13089P101
|
13D
|
Page
8
of 15
|
1
|
NAME OF REPORTING PERSON
Douglas A. Roeder (“Roeder”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares.
|
6
|
SHARED VOTING POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. Roeder is a managing member of DMP VIII, the
general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
2,426,702 shares, of which 2,403,238 shares
are directly owned by Delphi VIII and 23,464 shares are directly owned by DBI VIII. Roeder is a managing member of DMP VIII, the
general partner of each of Delphi VIII and DBI VIII, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,426,702
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
11.1%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP NO. 13089P101
|
13D
|
Page
9
of 15
|
ITEM 1.
|
SECURITY AND ISSUER
.
|
This Amendment No.
1 supplements and amends the Schedule 13D that was originally filed on October 9, 2014 (the “Original Schedule 13D”)
to reflect changes resulting solely from the impact of changes in the number of outstanding shares of the common stock, par value
$0.0001 per share (the “Common Stock”), of Calithera Biosciences, Inc., a Delaware corporation (the “Company”)
in connection with a follow-on public offering (the “Follow-On Offering”). Only those items that are hereby reported
are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item
shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No.
1 have the meanings ascribed to them in the Original Schedule 13D. The Company’s principal executive offices are located
at 343 Oyster Point Blvd., Suite 200, South San Francisco, CA 94080.
ITEM 2.
|
IDENTITY AND BACKGROUND.
|
(a-c, f) This Schedule
13D is being filed on behalf of: (i) Delphi Ventures VIII, L.P., a Delaware limited partnership (“Delphi VIII”), (ii)
Delphi BioInvestments VIII, L.P., a Delaware limited partnership (“DBI VIII”), (iii) Delphi Management Partners VIII,
L.L.C., a Delaware limited liability company (“DMP VIII”), and (iv) James J. Bochnowski (“Bochnowski”),
a citizen of the United States, (v) David L. Douglass (“Douglass”), a citizen of the United States, (vi) Deepika R.
Pakianathan (“Pakianathan”), a citizen of the United States, and (vii) Douglas A. Roeder (“Roeder”), a
citizen of the United States (the foregoing entities and individuals are collectively referred to as the “Reporting Persons”).
Delphi VIII and DBI VIII are venture capital
funds. DMP VIII is the general partner of each of Delphi VIII and DBI VIII. Bochnowski, Douglass, Pakianathan and Roeder are the
managing members of DMP VIII (collectively, the “Managing Members”). The principal business office of the Reporting
Persons is 160 Bovet Road, Suite 408, San Mateo, CA 94402.
(d) None of the Reporting
Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting
Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
In June 2010, each
of Delphi VIII and DBI VIII entered into a Series A Preferred Stock Purchase Agreement with the Company pursuant to which such
Reporting Persons acquired an aggregate of 6,874 shares of Series A Preferred Stock for an aggregate purchase price of $1,875,000.00.
Delphi VIII acquired 6,808 shares of Series A Preferred Stock for a purchase price of $1,856,869.00 ($272.75 per share) and DBI
VIII acquired 66 shares of Series A Preferred Stock for a purchase price of $18,131 ($274.71 per share). All of the shares of Series
A Preferred Stock held by Delphi VIII and DBI VIII were converted, in connection with the closing of the Company’s initial
public offering on October 1, 2014, into an aggregate of 6,874 shares of Common Stock.
Between November 2011
and May 2012, each of Delphi VIII and DBI VIII entered into a Series B Preferred Stock Purchase Agreement with the Company pursuant
to which such Reporting Persons acquired an aggregate of 419,181 shares of Series B Preferred Stock for a purchase price of $4.7712
per share, and an aggregate purchase price of $2,000,000.00. Delphi VIII acquired 415,128 shares of Series B Preferred Stock for
a purchase price of $1,980,660.00 and DBI VIII acquired 4,053 shares of Series B Preferred Stock for a purchase price of $19,340.00.
All of the shares of Series B Preferred Stock held by Delphi VIII and DBI VIII were converted, in connection with the closing of
the Company’s initial public offering on October 1, 2014, into an aggregate of 419,181 shares of Common Stock.
Between December 2012
and April 2013, each of Delphi VIII and DBI VIII entered into a Series C Preferred Stock Purchase Agreement with the Company pursuant
to which such Reporting Persons acquired an aggregate of 747,540 shares of Series C Preferred Stock for a purchase price of $4.7712
per share, and an aggregate purchase price of $3,566,667.00. Delphi VIII acquired 740,312 shares of Series C Preferred Stock for
a purchase price of $3,532,177.00 and DBI VIII acquired 7,228 shares of Series C Preferred Stock for a purchase price of $34,490.00.
All of the shares of Series C Preferred Stock held by Delphi VIII and DBI VIII were converted, in connection with the closing of
the Company’s initial public offering on October 1, 2014, into an aggregate of 747,540 shares of Common Stock.
CUSIP NO. 13089P101
|
13D
|
Page
10
of 15
|
Between October 2013
and July 2014, each of Delphi VIII and DBI VIII entered into a Series D Preferred Stock Purchase Agreement with the Company pursuant
to which such Reporting Persons acquired an aggregate of 753,107 shares of Series D Preferred Stock for a purchase price of $8.4096
per share, and an aggregate purchase price of $6,333,333.00. Delphi VIII acquired 745,825 shares of Series D Preferred Stock for
a purchase price of $6,272,091.00 and DBI VIII acquired 7,282 shares of Series D Preferred Stock for a purchase price of $61,242.00.
All of the shares of Series D Preferred Stock held by Delphi VIII and DBI VIII were converted, in connection with the closing of
the Company’s initial public offering on October 1, 2014, into an aggregate of 753,107 shares of Common Stock.
The Company effected
a 1:48 reverse stock split of its common stock on September 19, 2014. Accordingly, unless otherwise noted above, all share and
per share amounts have been adjusted to reflect this reverse stock split.
In the Company’s
initial public offering, each of Delphi VIII and DBI VIII acquired an aggregate of 500,000 shares of Common Stock at a purchase
price of $10.00 per share or $5,000,000.00 in the aggregate. Delphi VIII acquired 495,165 shares of Common Stock for $4,951,650.00
and DBI VIII acquired 4,835 shares of Common Stock for $48,350.00.
The source of the funds
for the acquisition of the shares of Series A Preferred Stock purchased by Delphi VIII and DBI VIII was from working capital. No
part of the purchase price was borrowed by Delphi VIII and DBI VIII for the purpose of acquiring such securities.
The source of the funds
for the acquisition of the shares of Series B Preferred Stock purchased by Delphi VIII and DBI VIII was from working capital. No
part of the purchase price was borrowed by Delphi VIII and DBI VIII for the purpose of acquiring such securities.
The source of the funds
for the acquisition of the shares of Series C Preferred Stock purchased by Delphi VIII and DBI VIII was from working capital. No
part of the purchase price was borrowed by Delphi VIII and DBI VIII for the purpose of acquiring such securities.
The source of the funds
for the acquisition of the shares of Series D Preferred Stock purchased by Delphi VIII and DBI VIII was from working capital. No
part of the purchase price was borrowed by Delphi VIII and DBI VIII for the purpose of acquiring such securities.
The source of the funds
for the acquisition of the common shares purchased by Delphi VIII and DBI VIII connection with the Company’s initial public
offering was from working capital. No part of the purchase price was borrowed by Delphi VIII and DBI VIII for the purpose of acquiring
such securities.
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
The Reporting Persons consummated the transactions
described herein in order to acquire an interest in the Company for investment purposes. The Reporting Persons expect to evaluate
the Company’s financial condition and prospects and their respective interests in, and intentions with respect to, the Company
and their respective investments in the securities of the Company, on an on-going basis, which review may be based on various factors,
including the Company’s business and financial condition, results of operations and prospects, general economic and industry
conditions, the securities markets in general and those for the Company’s securities in particular, as well as other developments
and other investment opportunities. Accordingly, each Reporting Person reserves the right to change its intentions, as it deems
appropriate. In particular, each Reporting Person may at any time and from time to time, in the open market, in privately negotiated
transactions or otherwise, increase or decrease its holdings in the Company that the Reporting Persons now own or may hereafter
acquire, including sales pursuant to the exercise of the registration rights provided by the Amended and Restated Investor Rights
Agreement by and among the Company, Delphi VIII and DBI VIII and certain other parties thereto, dated as of October 7, 2013, as
amended.
CUSIP NO. 13089P101
|
13D
|
Page
11
of 15
|
Pakianathan is a Company director named
by one or more Reporting Persons.
Except as set forth in this Item 4, the
Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do, however, reserve the right in the future to adopt such plans
or proposals subject to compliance with applicable regulatory requirements.
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
(a,b) Regarding
aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership,
see Row 11 of the cover page of each Reporting Person, which is based on 21,820,011 shares of Common Stock outstanding as of January
30, 2017. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to
vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the
cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting
Person. Although none of the Reporting Persons acquired any shares of Common Stock from the date of the Original Schedule 13D through
January 30, 2017 (the “Interim Period”), during the Interim Period there was a material change in the percentage of
Common Stock that the Reporting Persons are deemed to beneficially own as a result of the Follow-On Offering.
(c) Except
as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the Common Stock of the Company during
the past 60 days.
(d) Under
certain circumstances set forth in the limited partnership agreement of each of Delphi VIII and DBI VIII, and the limited liability
company agreement of DMP VIII, the partners and the members of each of such entities, as applicable, 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.
(e) Not
applicable.
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
The information set
forth and/or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated by reference into this Item 6.
In connection with
acquisition of the preferred stock of the Company, each of Delphi VIII and DBI VIII and certain other investors entered into an
Amended and Restated Investor Rights Agreement dated as of October 7, 2013, as amended, entitling such parties to the registration
of their shares, including demand registration rights, Form S-3 registration rights, deferral of registration, and piggyback
registration. The Amended and Restated Investor Rights Agreement also provides information and inspection rights, preemptive rights
and rights related to appointment of directors to certain shareholders, but such rights automatically terminated upon the closing
of Company’s initial public offering. This summary description does not purport to be complete, and is qualified in its entirety
by the Amended and Restated Investor Rights Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on August 25, 2014 (the “S-1”) and is incorporated
herein by reference.
Deepika R. Pakianathan,
in her capacity as a director of the Company, and along with the other directors of the Company, entered into an indemnification
agreement with the Company providing for indemnification to the fullest extent permitted by applicable law and the Company’s
certificate of incorporation, from and against all costs, charges, expenses, liabilities and losses incurred in connection with
any litigation, suit or proceeding to which such director is or is threatened to be made a party, witness or other participant.
This summary description does not purport to be complete, and is qualified in its entirety by the Form of Indemnification Agreement
filed with the Securities and Exchange Commission as Exhibit 10.13 to the S-1/A filed with the Securities and Exchange Commission
on September 19, 2014 and is incorporated herein by reference.
CUSIP NO. 13089P101
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13D
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Page
12
of 15
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In connection with
the Company’s initial public offering, Reporting Persons, together with other existing stockholders and executive officers
and directors of the Company, entered into a Lock-Up Agreement. Pursuant to such Lock-Up Agreement, the Reporting Persons agreed
that they will not
sell, transfer or dispose of, directly or indirectly,
any of the Company’s Common Stock or securities convertible into or exercisable or exchangeable for the Company’s Common
Stock for a period of 180 days
after the public offering date set forth on the final prospectus of the Company. This summary
description does not purport to be complete, and is qualified in its entirety by the Lock-Up Agreement attached as Exhibit A to
the Underwriting Agreement filed with the Securities and Exchange Commission as Exhibit 1.1 to the S-1/A filed with the Securities
and Exchange Commission on September 25, 2014 and is incorporated herein by reference.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT A
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Agreement of Joint Filing
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EXHIBIT 1.1
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Lock-Up Agreement entered into by and among the Company, the underwriters and certain others (incorporated by reference to Exhibit A of Exhibit 1.1 of the Company’s S-1/A).
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EXHIBIT 10.1
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Amended and Restated Investor Rights Agreement, dated as of October 7, 2013, as amended, among the Company and the Investors (incorporated by reference to Exhibit 10.1 of the Company’s S-1).
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EXHIBIT 10.13
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Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.13 of the Company’s S-1).
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CUSIP NO. 13089P101
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13D
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Page
13
of 15
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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 14, 2017
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DELPHI VENTURES VIII, L.P.
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By:
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Delphi Management Partners VIII, L.L.C.
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Its General Partner
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By:
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/s/ Matthew T. Potter
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Name: Matthew T. Potter
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Title: Chief Financial Officer/Attorney-In-Fact
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DELPHI BIOINVESTMENTS VIII, L.P.
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By:
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Delphi Management Partners VIII, L.L.C.
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Its General Partner
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By:
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/s/ Matthew T. Potter
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Name: Matthew T. Potter
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Title: Chief Financial Officer/Attorney-In-Fact
|
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DELPHI MANAGEMENT PARTNERS VIII, L.L.C.
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By:
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/s/ Matthew T. Potter
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Name: Matthew T. Potter
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Title: Chief Financial Officer/Attorney-In-Fact
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* Signed pursuant to a Power of Attorney
already on file with the appropriate agencies.
CUSIP NO. 13089P101
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13D
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Page
14
of 15
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JAMES J. BOCHNOWSKI
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DAVID L. DOUGLASS
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DEEPIKA R. PAKIANATHAN
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DOUGLAS A. ROEDER
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By:
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/s/ Matthew T. Potter
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Name: Matthew T. Potter
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Title: Chief Financial Officer/Attorney-In-Fact
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* Signed pursuant to a Power of Attorney
already on file with the appropriate agencies.
CUSIP NO. 13089P101
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13D
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Page
15
of 15
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exhibit A
Agreement of Joint
Filing
The Reporting Persons agree that a single
Schedule 13D (or any amendment thereto) relating to the Common Stock of Calithera Biosciences, Inc. shall be filed on behalf of
each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate
agencies.