FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VENROCK ASSOCIATES IV L P
2. Issuer Name and Ticker or Trading Symbol

Bellerophon Therapeutics, Inc. [ BLPH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VENROCK, 3340 HILLVIEW AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/24/2019
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  10/24/2019 (1)   S    704595 (2) D $0.5015 (3) 6824425  I  By funds (4)
Common Stock  10/25/2019 (1)   S    56242 (5) D $0.4536 (3) 6768183  I  By funds (4)
Common Stock  10/28/2019 (1)   S    333010 (6) D $0.4387 (3) 6435173  I  By funds (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This Form 4 is the second of two Form 4s being filed to report the beneficial ownership of the following Reporting Persons: Venrock Associates IV, LP, Venrock Partners, LP, Venrock Entrepreneurs Fund IV, LP, Venrock Management IV, LLC, Venrock Partners Management, LLC, VEF Management IV, LLC, Venrock Healthcare Capital Partners II, LP, VHCP Management II, LLC, VHCP Co Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, LP, VHCP Management III, LLC, VHCP Co Investment Holdings III, LLC, Bong Koh and Nimish Shah. Two Form 4s are being filed because each form can report a maximum of 10 reporting persons.
(2)  Consists of: 316,797 shares sold by Venrock Healthcare Capital Partners II, LP, 128,431 shares sold by VHCP Co-Investment Holdings II, LLC, 235,791 shares sold by Venrock Healthcare Capital Partners III, LP and 23,576 shares sold by VHCP Co-Investment Holdings III, LLC.
(3)  The price in Column 4 is a weighted average price. These shares were sold in multiple transactions a prices within a range of $1.00. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
(4)  Venrock Management IV, LLC ("VM4") is the general partner of Venrock Associates IV, LP. Venrock Partners Management, LLC ("VPM") is the general partner of Venrock Partners, LP. VEF Management IV, LLC ("VEFM") is the general partner of Venrock Entrepreneurs Fund IV, LP. VHCP Management II, LLC ("VHCPM2") is the general partner of Venrock Healthcare Capital Partners II, LP and the manager of VHCP Co- Investment Holdings II, LLC. VHCP Management III, LLC ("VHCPM3") is the general partner of Venrock Healthcare Capital Partners III, LP and the manager of VHCP Co-Investment Holdings III, LLC. Bong Koh and Nimish Shah are the managing members of VHCPM2 and VHCPM3. Each of VM4, VPM, VEFM, VHCPM2, VHCPM3, Bong Koh and Nimish Shah (together, the "Managers") may be deemed to beneficially own these shares. Each of the Managers expressly disclaims beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
(5)  Consists of: 25,287 shares sold by Venrock Healthcare Capital Partners II, LP, 10,252 shares sold by VHCP Co-Investment Holdings II, LLC,18,821 shares sold by Venrock Healthcare Capital Partners III, LP and 1,882 shares sold by VHCP Co-Investment Holdings III, LLC.
(6)  Consists of: 149,726 shares sold by Venrock Healthcare Capital Partners II, LP, 60,700 shares sold by VHCP Co-Investment Holdings II, LLC, 111,441 shares sold by Venrock Healthcare Capital Partners III, LP and 11,143 shares sold by VHCP Co-Investment Holdings III, LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VENROCK ASSOCIATES IV L P
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

Venrock Healthcare Capital Partners III, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

VHCP Co-Investment Holdings III, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

Shah Nimish P
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

VHCP Management III, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X


Signatures
/s/ David L. Stepp, Authorized Signatory 10/28/2019
**Signature of Reporting Person Date

David L. Stepp, Authorized Signatory 10/28/2019
**Signature of Reporting Person Date

David L. Stepp, Authorized Signatory 10/28/2019
**Signature of Reporting Person Date

David L. Stepp, Attorney-in-fact 10/28/2019
**Signature of Reporting Person Date

David L. Stepp, Authorized Signatory 10/28/2019
**Signature of Reporting Person Date


Bellerophon Therapeutics (NASDAQ:BLPH)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Bellerophon Therapeutics Charts.
Bellerophon Therapeutics (NASDAQ:BLPH)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Bellerophon Therapeutics Charts.
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....