CUSIP
NO. 13089P101
|
13D
|
Page
1 of 11
|
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. 3)
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)
November
8, 2019
(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 ¨.
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
|
Page
2 of 11
|
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) ¨ (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*
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE
OF REPORTING PERSON*
|
PN
|
CUSIP
NO. 13089P101
|
13D
|
Page
3 of 11
|
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) ¨ (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*
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE
OF REPORTING PERSON*
|
PN
|
CUSIP
NO. 13089P101
|
13D
|
Page
4 of 11
|
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) ¨ (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*
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE
OF REPORTING PERSON*
|
OO
|
CUSIP
NO. 13089P101
|
13D
|
Page
5 of 11
|
1
|
NAME
OF REPORTING PERSON James
J. Bochnowski (“Bochnowski”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (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*
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE
OF REPORTING PERSON*
|
IN
|
CUSIP
NO. 13089P101
|
13D
|
Page
6 of 11
|
1
|
NAME
OF REPORTING PERSON David
L. Douglass (“Douglass”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (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*
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE
OF REPORTING PERSON*
|
IN
|
CUSIP
NO. 13089P101
|
13D
|
Page
7 of 11
|
1
|
NAME
OF REPORTING PERSON Deepika
R. Pakianathan (“Pakianathan”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (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
48,583 shares, all of which are issuable pursuant to outstanding options exercisable within 60 days of November 8, 2019.
|
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
48,583 shares, all of which are issuable pursuant to outstanding options exercisable within 60 days of November 8, 2019.
|
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
|
2,475,285
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.6%
|
12
|
TYPE
OF REPORTING PERSON*
|
IN
|
CUSIP
NO. 13089P101
|
13D
|
Page
8 of 11 Pages
|
1
|
NAME
OF REPORTING PERSON Douglas
A. Roeder (“Roeder”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (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*
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE
OF REPORTING PERSON*
|
IN
|
CUSIP
NO. 13089P101
|
13D
|
Page
9 of 11 Pages
|
ITEM 1.
|
SECURITY
AND ISSUER.
|
This Amendment No.
3 supplements and amends the Schedule 13D that was originally filed on October 9, 2014 and amended by Amendment No. 1 filed on
June 7, 2017 and Amendment No. 2 filed on February 14, 2017 (as amended, 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”) and sales of Common Stock under an at-the-market offering
program (the “ATM 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. 3 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, California 94080.
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 53,775,304 shares of Common Stock outstanding as of November
8, 2019. 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 November
8, 2019 (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 and the ATM 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) The Reporting Persons ceased to be beneficial owners of more than five percent of
the Issuer’s Common Stock on November 8, 2019.
CUSIP
NO. 13089P101
|
13D
|
Page
10 of 11 Pages
|
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 7, 2020
|
|
|
|
|
|
DELPHI
MANAGEMENT PARTNERS VIII, L.L.C.
|
JAMES J. BOCHNOWSKI
|
|
|
DELPHI
VENTURES VIII, L.P.
|
DAVID L. DOUGLASS
|
By:
|
Delphi
Management Partners VIII, L.L.C.
|
|
|
General
Partner
|
DEEPIKA R. PAKIANATHAN
|
|
|
DELPHI
BIOINVESTMENTS VIII, L.P.
|
DOUGLAS A. ROEDER
|
By:
|
Delphi
Management Partners VIII, L.L.C.
|
|
|
General
Partner
|
|
|
|
|
By:
|
/s/ Matthew T. Potter
|
|
By:
|
/s/ Matthew T. Potter
|
|
Matthew T. Potter, Chief Financial Officer/Attorney-
|
|
|
Matthew T. Potter, Chief Financial Officer/Attorney-
|
|
In-Fact for the above-listed entities*
|
|
|
In-Fact for the above-listed individuals*
|
* Signed pursuant to a Power of Attorney already on file with
the appropriate agencies.
CUSIP
NO. 13089P101
|
13D
|
Page
11 of 11 Pages
|
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.