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 persons 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 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. 92529L102
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SCHEDULE 13G
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Page 2 of 8
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1. Names of Reporting Persons.
Advent Life
Sciences LLP
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2. Check the Appropriate Box if a Member of a
Group
(a) [ ]
(b) [ ]
|
3. SEC
Use Only
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4. Citizenship or Place of Organization
United Kingdom
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power
0
|
6.
Shared Voting Power
1,621,558 (See Item 4)
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7. Sole Dispositive Power
0
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8.
Shared Dispositive Power
1,621,558 (See Item 4)
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9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,621,558
(See Item 4)
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10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
|
11. Percent of Class Represented by Amount in Row
(9)
4.5% (See Item 4)
|
12. Type of Reporting Person
PN
|
CUSIP No. 92529L102
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SCHEDULE 13G
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Page 3 of 8
|
1. Names of Reporting Persons.
Advent Life
Sciences Fund I LP
|
2. Check the Appropriate Box if a Member of a
Group
(a) [ ]
(b) [ ]
|
3. SEC
Use Only
|
4. Citizenship or Place of Organization
United Kingdom
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6.
Shared Voting Power
1,621,558 (See Item 4)
|
7. Sole Dispositive Power
0
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8.
Shared Dispositive Power
1,621,558 (See Item 4)
|
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,621,558
(See Item 4)
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10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
|
11. Percent of Class Represented by Amount in Row
(9)
4.5% (See Item 4)
|
12. Type of Reporting Person
PN
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CUSIP No. 92529L102
|
SCHEDULE 13G
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Page 4 of 8
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1. Names of Reporting Persons.
Shahzad Malik
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2. Check the Appropriate Box if a Member of a
Group
(a) [ ]
(b) [ ]
|
3. SEC
Use Only
|
4. Citizenship or Place of Organization
United Kingdom
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
71,195
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6.
Shared Voting Power
1,621,558 (See Item 4)
|
7. Sole Dispositive Power
71,195
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8.
Shared Dispositive Power
1,621,558 (See Item 4)
|
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,753
(See Item 4)
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10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
|
11. Percent of Class Represented by Amount in Row
(9)
4.7% (See Item 4)
|
12. Type of Reporting Person
IN
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CUSIP No. 92529L102
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SCHEDULE 13G
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Page 5 of 8
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ITEM 1.
(a) Name of Issuer: Versartis, Inc.
(the Issuer)
(b) Address of Issuer's Principal
Executive Offices: 1020 Marsh Road, Menlo Park, California 94025
ITEM 2.
(a) Name of Person Filing: This
Schedule 13G is being filed jointly by each of the following persons pursuant to
Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to
Section 13 of the Act: Advent Life Sciences LLP (Advent), Advent Life Sciences
Fund I LP (the Advent Fund), and Shahzad Malik, who was as of December 31,
2017 a general partner of Advent and is a member of the Issuer's board of
directors. The foregoing entities and Dr. Malik are individually and
collectively referred to herein as the Reporting Person or the Reporting
Persons. The Reporting Persons have entered into a Joint Filing Agreement,
dated February 7, 2018, a copy of which is attached as Exhibit 1 to this
Statement, pursuant to which the Reporting Persons agreed to file this Schedule
13G and any amendments thereto jointly in accordance with the provisions of Rule
13d-1(k)(1) under the Act.
(b) Address of Principal Business
Office, or if None, Residence: The principal business office of each of the
Reporting Persons is located at 158 North Gower Street, London NW1 2ND, United
Kingdom.
(c) Citizenship: Advent is a
limited liability partnership organized under the laws of the United Kingdom.
The Advent Fund is a limited partnership organized under the laws of the United
Kingdom. Dr. Malik is a citizen of the United Kingdom.
(d) Title of Class of Securities:
Common Stock, $0.0001
par value per share (Common Stock)
(e) CUSIP Number: 92529L102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.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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Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o).
|
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
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(c)
|
[_]
|
Insurance company as defined in Section
3(a)(19) of the Act (15 U.S.C. 78c).
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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 (15 U.S.C. 80a- 8).
|
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(e)
|
[_]
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An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
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(f)
|
[_]
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An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F);
|
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(g)
|
[_]
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A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
[_]
|
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
[_]
|
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
[_]
|
Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount beneficially owned: As
of December 31, 2017, each of Advent and the Advent Fund may be deemed to
beneficially own 1,621,558 shares of Common Stock, and Dr. Malik may be deemed
to beneficially own 1,692,753 shares of Common Stock.
As of December 31, 2017, Advent
was the beneficial owner of 65,619 shares of Common Stock, the Advent Fund was
the beneficial owner of 1,555,939 shares of Common Stock, and Dr. Malik was the
beneficial owner of 71,195 shares of Common Stock. By virtue of the affiliate
relationships among the Reporting Persons, each of Advent and the Advent Fund
may be deemed to beneficially own in the aggregate 1,621,558 shares of Common
Stock as of December 31, 2017, and Dr. Malik may be deemed to beneficially own
in the aggregate 1,692,753 shares of Common Stock as of December 31, 2017.
CUSIP No. 92529L102
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SCHEDULE 13G
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Page 6 of 8
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Dr. Malik, who is a general
partner of Advent and a member of the Issuer's board of directors, holds (i)
options to purchase a total of 35,000 shares of Common Stock at a price per
share of $21.00, of which, options to purchase 32,812 shares are vested but not
exercised as of December 31, 2017, and options to purchase an additional 1,458
of such shares vest within 60 days following December 31, 2017, (ii) options to
purchase a total of 13,100 shares of Common Stock at a price per share of
$14.73, all of which are vested as of December 31, 2017, (iii) options to
purchase a total of 14,625 shares of Common Stock at a price per share of $8.12,
all of which are vested as of December 31, 2017, (iv) options to purchase a
total of 6,850 shares of Common Stock at a price per share of $15.825, none of
which are vested as of December 31, 2017, and none of which are anticipated to
vest within 60 days following December 31, 2017, (v) 4,575 shares of restricted
Common Stock, all of which are vested as of December 31, 2017, (vi) 4,625 shares
of restricted Common Stock, all of which are vested as of December 31, 2017,
(vii) 3,480 shares of restricted Common Stock, none of which are vested as of
December 31, 2017, and none of which are anticipated to vest within 60 days
following December 31, 2017, and (viii) 11,200 shares of restricted Common
Stock, none of which are vested as of December 31, 2017, and none of which are
anticipated to vest within 60 days following December 31, 2017, and thus 71,195
of the shares of Common Stock underlying those options and restricted shares (in
the aggregate) are deemed owned for beneficial reporting purposes as of December
31, 2017.
Each Reporting Person disclaims
beneficial ownership of the shares of Common Stock except to the extent of any
pecuniary interest therein.
(b) Percent of class: As of
December 31, 2017, each of Advent and the Advent Fund may be deemed to
beneficially own approximately 4.5% of the outstanding shares of Common Stock,
and Dr. Malik may be deemed to beneficially own approximately 4.7% of the
outstanding shares of Common Stock.
All percentages of ownership of
Common Stock by Advent and the Advent Fund in this Statement assume an aggregate
of 35,809,311 shares of Common Stock issued and outstanding as reported in the
Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission by the Issuer on November 9, 2017, and the percentage of ownership of
Common Stock by Dr. Malik in this Statement assumes an additional 71,195 shares
of Common Stock issued and outstanding (which shares are not issued and
outstanding but are deemed owned by Dr. Malik for beneficial reporting purposes
as of December 31, 2017).
(c) Number of shares as to which such
person has:
(i) Sole power to vote or to direct the vote See Item 5 on the cover
pages hereto.
(ii)
Shared power to vote or to direct the vote
See Item 6 on the cover pages hereto.
(iii)
Sole power to dispose or to direct the disposition of
See Item 7 on the cover pages hereto.
(iv)
Shared power to dispose or to direct the disposition of
See Item 8 on the cover pages hereto.
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.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
CUSIP No. 92529L102
|
SCHEDULE 13G
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Page 7 of 8
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Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
CUSIP No. 92529L102
|
SCHEDULE 13G
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Page 8 of 8
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ITEM 10. CERTIFICATIONS.
Not applicable.
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.
Date: February 7, 2018
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ADVENT LIFE SCIENCES LLP
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|
|
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|
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By:
/s/ Shahzad Malik
|
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General Partner of Advent Life Sciences LLP
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ADVENT LIFE SCIENCES FUND I LP
|
|
|
|
|
|
|
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By:
/s/ Shahzad Malik
|
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General Partner of Advent Life Sciences LLP
|
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acting in its capacity as General Partner of
|
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Advent Life Sciences Fund I LP
|
|
|
|
|
|
|
|
|
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/s/
Shahzad Malik
|
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SHAHZAD MALIK
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Exhibit 1
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
Each of the undersigned hereby
acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, that the
Schedule 13G to which this Agreement is attached as an Exhibit, and any
amendments thereto, will be filed with the Securities and Exchange Commission
jointly on behalf of the undersigned. This Agreement may be executed in one or
more counterparts. Notwithstanding the foregoing, each of the undersigned
disclaims beneficial ownership of the shares of the other, except to the extent
of his or its pecuniary interest therein.
Date: February 7, 2018
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ADVENT LIFE SCIENCES LLP
|
|
|
|
|
|
|
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By:
/s/ Shahzad Malik
|
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General Partner of Advent Life Sciences LLP
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|
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ADVENT LIFE SCIENCES FUND I LP
|
|
|
|
|
|
|
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By:
/s/ Shahzad Malik
|
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General Partner of Advent Life Sciences LLP
|
|
acting in its capacity as General Partner of
|
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Advent Life Sciences Fund I LP
|
|
|
|
|
|
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|
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/s/
Shahzad Malik
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SHAHZAD MALIK
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