WASHINGTON, D.C. 20549
(Amendment No. 2)*
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-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 a prior cover page.
This 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).
CUSIP NO. 19249H103
|
13D
|
Page 2 of 13
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Sofinnova Venture Partners VII, L.P. (“SVP VII”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,893,221 shares, except that Sofinnova Management VII, L.L.C. (“SM
VII”), the general partner of SVP VII, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”),
Dr. James I. Healy (“Healy”) and Eric P. Buatois (“Buatois”), the managing members of SM VII, may be deemed
to have shared power to vote these shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
9
|
SOLE DISPOSITIVE POWER
2,893,221 shares, except that SM VII, the general partner of SVP
VII, may be deemed to have sole dispositive power and Powell, Healy and Buatois, the managing members of SM VII, may be deemed
to have shared power to dispose of these shares.
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,893,221
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
CUSIP NO. 19249H103
|
13D
|
Page 3 of 13
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Sofinnova Management VII, L.L.C. (“SM VII”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,893,221 shares, all of which are owned directly by SVP VII. SM
VII, the general partner of SVP VII, may be deemed to have sole voting power, and Powell, Healy and Buatois, the managing members
of SM VII, may be deemed to have shared power to vote these shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
9
|
SOLE DISPOSITIVE POWER
2,893,221 shares, all of which are owned directly by SVP VII. SM
VII, the general partner of SVP VII, may be deemed to have sole dispositive power, and Powell, Healy and Buatois, the managing
members of SM VII, may be deemed to have shared dispositive power over these shares.
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,893,221
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
CUSIP NO. 19249H103
|
13D
|
Page 4 of 13
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Dr. Michael F. Powell (“Powell”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S. citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,893,221 shares, all of which are directly owned by SVP VII. SM
VII, the general partner of SVP VII, may be deemed to have sole voting power, and Powell, a managing member of SM VII, may be deemed
to have shared voting power to vote these shares.
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,893,221 shares, all of which are directly owned by SVP VII. SM
VII, the general partner of SVP VII, may be deemed to have sole dispositive power, and Powell, a managing member of SM VII, may
be deemed to have shared power to dispose of these shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,893,221
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 19249H103
|
13D
|
Page 5 of 13
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Dr. James I. Healy (“Healy”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S. citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
74,894 shares (including shares 74,802 shares underlying options
exerciseable with 60 days of the date of this Amendment No. 2).
|
8
|
SHARED VOTING POWER
2,893,221 shares, all of which are directly owned by SVP VII. SM
VII, the general partner of SVP VII, may be deemed to have sole voting power, and Healy, a managing member of SM VII and a director
of the Issuer, may be deemed to have shared voting power to vote these shares.
|
9
|
SOLE DISPOSITIVE POWER
74,894 shares (including shares 74,802 shares underlying options
exerciseable with 60 days of the date of this Amendment No. 2).
|
10
|
SHARED DISPOSITIVE POWER
2,893,221 shares, all of which are directly owned by SVP VII. SM
VII, the general partner of SVP VII, may be deemed to have sole dispositive power, and Healy, a managing member of SM VII and a
director of the Issuer, may be deemed to have shared power to dispose of these shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,968,115
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.8%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 19249H103
|
13D
|
Page 6 of 13
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Eric P. Buatois (“Buatois”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S. permanent resident
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,893,221 shares, all of which are directly owned by SVP VII. SM
VII, the general partner of SVP VII, may be deemed to have sole voting power, and Buatois, a managing member of SM VII, may be
deemed to have shared voting power to vote these shares.
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,893,221 shares, all of which are directly owned by SVP VII. SM
VII, the general partner of SVP VII, may be deemed to have sole dispositive power, and Buatois, a managing member of SM VII, may
be deemed to have shared power to dispose of these shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,893,221
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 19249H103
|
13D
|
Page 7 of 13
|
Statement on Schedule 13D
This Amendment No. 2 (“Amendment No.
2”) amends and restates the Statement on Schedule 13D initially filed on November 14, 2014 and amended on September 7, 2016
(as amended, the “Original Schedule 13D”) on behalf of Sofinnova Venture Partners VII, L.P., a Delaware limited partnership
(“SVP VII”), Sofinnova Management VII, L.L.C., a Delaware limited liability company (“SM VII”), Dr. Michael
F. Powell (“Powell”), Dr. James I. Healy (“Healy”), and Eric P. Buatois (“Buatois” and collectively
with SVP VII, SM VII, Powell, and Healy, “Reporting Persons” relating to the beneficial ownership of common stock,
par value $0.0001 per share (“Common Stock”), of Coherus BioSciences, Inc., a Delaware corporation (“Issuer”).
This Amendment No. 2 is being filed to reflect the entry into a plan to sell shares of Common Stock compliant with Rule 10b5-1
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
ITEM 1. SECURITY
AND ISSUER.
(a) The
class of equity securities to which this statement relates is the Common Stock of the Issuer.
(b) The
Issuer’s principal executive offices are located at 201 Redwood Shores Parkway, Suite 200, Redwood City, California 94065.
ITEM 2. IDENTITY
AND BACKGROUND.
(a) The
persons and entities filing this Schedule 13D are SVP VII, SM VII, Powell, Healy, and Buatois. SM VII, the general partner of SVP
VII, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP VII. Healy
may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Healy.
(b) The
address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Ventures, 3000 Sand Hill Road, Bldg
4, Suite 250, Menlo Park, California 94025.
(c) The
principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP
VII is to make investments in private and public companies, and the principal business of SM VII is to serve as the general partner
of SVP VII. Powell, Healy and Buatois are the managing members of SM VII. Healy is a director of the Issuer.
(d) During
the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons has 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.
(f) SVP
VII is a Delaware limited partnership. SM VII is a Delaware limited liability company. Powell and Healy are U.S. citizens. Buatois
is a U.S. permanent resident.
ITEM 3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In February 2014, in consideration
of the Issuer’s acquisition of InteKrin Therapeutics, Inc., of which SVP VII and Healy were shareholders, the Issuer issued
384,393 shares of Series B convertible preferred stock of the Issuer to SVP VII and 47 shares of Series B convertible preferred
stock of the Issuer to Healy. In connection with such acquisition, the Issuer assumed
a convertible
note of InteKrin payable to SVP VII, which was concurrently paid off by
issuing 243,841 shares of Series B convertible preferred
stock of the Issuer with a fair value of $1.0 million, as valued in such merger.
CUSIP NO. 19249H103
|
13D
|
Page 8 of 13
|
In February 2014, SVP VII
purchased from a third party an aggregate of 716,857 shares of Series B convertible preferred stock of the Issuer for a purchase
price of $6.97 per share, or $4,999,999 in the aggregate.
On
February 12, 2014, Healy was granted an option to purchase up to 29,994 shares of the Issuer’s Common Stock. A portion of
the shares underlying this option are vested and exercisable as of the date of grant. The original vesting schedule is as follows:
the underlying shares subject to the option vest and become exercisable in successive, equal monthly installments over four years
measured from February 12, 2014, subject to Healy’s continued service relationship with the Issuer on each such vesting date.
In March 2014, SVP VII purchased
from a third party an aggregate of 134,973 shares of Common Stock for a purchase price of $1.67 per share, or $225,000 in the aggregate.
In May 2014, SVP VII purchased
from a third party an aggregate of 501,799 shares of Series B convertible preferred stock of the Issuer for a purchase price of
$8.75 per share, or $4,391,625 in the aggregate.
In May 2014, SVP VII acquired
from the Issuer an aggregate of 149,970 shares of Series C convertible preferred stock of the Issuer at a price of $10.002 per
share, or $1,500,000 in the aggregate.
On
October 10, 2014, the Issuer’s Board of Directors approved the filing of an amendment to the Issuer’s certificate of
incorporation to reflect a 1-for-1.667 reverse stock split (the “Reverse Stock Split”). All information in this Schedule
13D related to the number of shares, price per share and per share amounts of stock, and shares issuable under stock options and
warrants have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented.
In connection with the Issuer’s
initial public offering of Common Stock, which closed on November 12, 2014 (“Offering”), the shares of Series B convertible
preferred stock previously acquired by certain of the Reporting Persons were converted into Common Stock on a 1 for 1 basis.
In connection with the Offering,
the shares of Series C convertible preferred stock previously acquired by certain of the Reporting Persons were converted into
Common Stock on a 1 for 1 basis.
SVP VII purchased 425,926
shares of the Common Stock at $13.50 per share in the Offering, or $5,750,001 in the aggregate.
On March 10, 2015, Healy
and SVP VII became entitled to receive 12 shares and 96,098 shares of Issuer's common stock, respectively, pursuant to the release
of shares from escrow pursuant to the terms and conditions of that certain Agreement and Plan of Merger by and among Issuer, Coherus
Intermediate Corp., Coherus Acquisition Corp., InteKrin Therapeutics Inc. ("InteKrin") and Fortis Advisors LLC, dated
as of January 8, 2014 ("Merger Agreement"), pursuant to which Issuer acquired InteKrin. The shares issued to Healy and
SVP VII had been held in escrow for satisfaction to the indemnification obligations of the former stockholders of InteKrin to Issuer.
The release of the shares issued to Healy and Reporting Person by the escrow agent was executed on March 10, 2015 upon determination
by the escrow agent under the Merger Agreement, stockholders' representative under the Merger Agreement and transfer agent to Issuer
that all conditions for such release had been satisfied.
On March 18, 2015, Healy
and SVP VII became entitled to receive 33 shares and 239,364 shares of Issuer's common stock, respectively, pursuant to an "earn
out" provision included in the Merger Agreement. The Merger Agreement provided that stockholders of InteKrin would receive
additional shares of Issuer's common stock, for no additional consideration, upon the first dosing of a patient with INT 131 (the
"Milestone"). The Milestone occurred on March 6, 2015, and as a result an earn out payment of an aggregate of 358,384
shares of Issuer's common stock was executed by the escrow agent and transfer agent on March 18, 2015 upon determination that all
conditions for such release had been satisfied.
On April 1, 2015 Healy was
granted a stock option to buy 20,000 shares of Issuer’s Common Stock at $29 per share. The underlying shares subject to the
option vest and become exercisable as to 1/48th of the total number of shares subject to the option in successive, equal monthly
installments measured from April 1, 2015, subject to Healy’s continued service relationship with the Issuer on each such
vesting date.
CUSIP NO. 19249H103
|
13D
|
Page 9 of 13
|
On April 1, 2015 Healy was
granted a stock option to buy 25,000 shares of Issuer’s Common Stock at $29 per share. Such option was granted to Healy pursuant
to his position as Chairman of the Compensation Committee. The underlying shares subject to the option vest and become exercisable
as to 1/48th of the total number of shares subject to the option in successive, equal monthly installments measured from April
1, 2015, subject to Healy’s continued service relationship with the Issuer on each such vesting date.
On May 24, 2016 Healy was
granted a stock option to buy 10,000 shares of Issuer’s Common Stock at $18.28 per share. The underlying shares subject to
the option vest and become exercisable as to 1/12th of the total number of shares subject to the option in successive, equal monthly
installments measured from May 24, 2016, subject to Healy’s continued service relationship with the Issuer on each such vesting
date.
On May 17, 2017 Healy was
granted a stock option to buy 20,000 shares of Issuer’s Common Stock at $23.80 per share. The underlying shares subject to
the option vest and become exercisable as to 1/12th of the total number of shares subject to the option in successive, equal monthly
installments measured from May 17, 2017, subject to Healy’s continued service relationship with the Issuer on each such vesting
date.
The source
of the funds for all purchases by the Reporting Persons was from working capital.
No part of the purchase price was borrowed by any Reporting Person
for the purpose of acquiring any securities discussed in this Item 3.
ITEM 4. PURPOSE
OF TRANSACTION.
The Reporting Persons hold
their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from
time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock
held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock
held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake
will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels
of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition,
operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments.
SVP VII entered into a sales
plan that complies with Rule 10b5-1 under the Exchange Act with J.P. Morgan Securities LLC on August 23, 2017 (the “2017
Rule 10b5-1 Plan”), incorporated herein as Exhibit F. Pursuant to the Rule 10b5-1 Plan, up to a certain number of shares
of Common Stock may be sold by SVP VII over a set period of time, provided that the terms and conditions of the 2017 Rule 10b5-1
Plan are met.
Except as set forth above,
the Reporting Persons have no other plans or intentions which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST
IN SECURITIES OF THE ISSUER.
(a,b) Regarding aggregate
beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row
13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting
Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose
of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the
cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 51,346,687
shares of Common Stock outstanding as of July 31, 2017.
CUSIP NO. 19249H103
|
13D
|
Page 10 of 13
|
(c) Except
as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the Common Stock of the Issuer during
the past 60 days.
(d) Under
certain circumstances set forth in the limited partnership agreement of SVP VII, the general partner and limited partners of SVP
VII may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by
such entity of which they are a partner.
(e) Not
applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the acquisition
of the preferred stock of the Issuer, the Reporting Persons and certain other investors are entitled to the registration of their
shares, including demand and piggyback registration rights, as more fully described in the Issuer’s Registration Statement
on Form S-1, filed with the SEC on September 25, 2014 (the “Prospectus”) and incorporated herein by reference.
In connection with the acquisition
of the preferred stock of the Issuer, the Reporting Persons and certain other investors entered into a voting agreement, entitling
such parties to designate a director to the Issuer’s board of directors, and a right of first refusal and co-sale agreement,
providing for rights of first refusal and co-sale relating to the shares of Common Stock held by certain key holders of the Common
Stock. Each such voting agreement and such right of first refusal and co-sale agreement automatically terminated upon the closing
of the Offering Each such voting agreement and such right of first refusal and co-sale agreement is more fully described in the
Prospectus and incorporated herein by reference.
Healy, in his capacity as
a director of the Issuer, and along with the other directors of the Issuer, entered into an Indemnification Agreement with the
Issuer, as more fully described in the Prospectus and incorporated herein by reference.
On
February 12, 2014, Healy was granted an option to purchase up to 29,994 shares of the Issuer’s Common Stock. A portion of
the shares underlying this option are vested and exercisable as of the date hereof. The original vesting schedule is as follows:
the underlying shares subject to the option vest and become exercisable in successive, equal monthly installments over four years
measured from February 12, 2014, subject to Healy’s continued service relationship with the Issuer on each such vesting date.
The Issuer’s stock option plans are more fully described in the Prospectus and incorporated herein by reference.
In connection with the Issuer’s
initial public offering, the Reporting Persons and certain other persons entered into a lock-up agreement and agreed, subject to
certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock, or enter into any swap
or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of Common Stock
or such other securities, without the prior written consent of
J.P. Morgan Securities LLC
and Credit Suisse Securities (USA) LLC
for a period of 180 days from the date of the Prospectus, subject to certain exceptions.
Such lock-up period is more fully described in the Prospectus and incorporated herein by reference.
SVP VII entered into a sales
plan that complies with Rule 10b5-1 under the Exchange Act with J.P. Morgan Securities LLC on August 26, 2016 (the “2016
Rule 10b5-1 Plan”), incorporated herein as Exhibit E. Pursuant to the 2016 Rule 10b5-1 Plan, up to a certain number of shares
of Common Stock may be sold by SVP VII over a set period of time, provided that the terms and conditions of the 2016 Rule 10b5-1
Plan are met. SVP VII terminated the 2016 Rule 10b5-1 Plan effective on the close of business on August 23, 2017.
CUSIP NO. 19249H103
|
13D
|
Page 11 of 13
|
SVP VII entered into a sales
plan that complies with Rule 10b5-1 under the Exchange Act with J.P. Morgan Securities LLC on August 23, 2017, incorporated herein
as Exhibit F. Pursuant to such Rule 10b5-1 Plan, up to a certain number of shares of Common Stock may be sold by SVP VII over a
set period of time, provided that the terms and conditions of such Rule 10b5-1 Plan are met.
ITEM 7. MATERIAL
TO BE FILED AS EXHIBITS.
EXHIBIT A
|
Agreement of Joint Filing filed with the Original Schedule 13D as Exhibit A is incorporated herein by reference.
|
EXHIBIT B
|
Power of Attorney filed with the Original Schedule 13D as Exhibit B is incorporated herein by reference.
|
EXHIBIT C
|
Form of Indemnification Agreement for Directors and Officers, the form is incorporated herein by reference to Exhibit 10.13 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on September 25, 2014.
|
EXHIBIT D
|
Form of Lock-Up Agreement entered into by and among the Issuer, the underwriters and certain others, the form is incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on September 25, 2014.
|
EXHIBIT E
1
|
Rule 10b5-1 Sales Plan between SVP VII and J.P. Morgan Securities LLC, dated August 26, 2016.
|
EXHIBIT F
2
|
Rule 10b5-1 Sales Plan between SVP VII and J.P. Morgan Securities LLC, dated August 23, 2017.
|
1
Certain information in this exhibit has been omitted
and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to
such omitted portions.
2
Certain information in this exhibit has been omitted
and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to
such omitted portions.
CUSIP NO. 19249H103
|
13D
|
Page 12 of 13
|
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: September 1, 2017
|
|
|
|
|
SOFINNOVA VENTURE PARTNERS VII, L.P., a Delaware Limited Partnership
|
|
|
|
|
By:
|
SOFINNOVA MANAGEMENT VII, L.L.C.,
|
|
a Delaware Limited Liability Company
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
|
|
|
|
SOFINNOVA MANAGEMENT VII, L.L.C., a Delaware Limited Liability Company
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
|
|
|
|
DR. JAMES I. HEALY
|
|
DR. MICHAEL F. POWELL
|
|
ERIC P. BUATOIS
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
*Signed pursuant to a Power of Attorney already
on file with the appropriate agencies.
CUSIP NO. 19249H103
|
13D
|
Page 13 of 13
|
EXHIBIT INDEX
Exhibit
|
|
Description
|
|
|
|
A
|
|
Agreement of Joint Filing filed with the Original Schedule 13D as Exhibit A is incorporated herein by reference.
|
B
|
|
Power of Attorney filed with the Original Schedule 13D as Exhibit B is incorporated herein by reference.
|
C
|
|
Form of Indemnification Agreement for Directors and Officers, the form is incorporated herein by reference to Exhibit 10.13 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on September 25, 2014.
|
j
|
|
Form of Lock-Up Agreement entered into by and among the Issuer, the underwriters and certain others, the form is incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on September 25, 2014.
|
E
1
|
|
Rule 10b5-1 Sales Plan between SVP VII and J.P. Morgan Securities LLC, dated August 26, 2016.
|
F
2
|
|
Rule 10b5-1 Sales Plan between SVP VII and J.P. Morgan Securities LLC, dated August 23, 2017.
|
1
Certain information in this exhibit has been omitted
and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to
such omitted portions.
2
Certain information in this exhibit has been omitted
and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to
such omitted portions.