Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:17AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Relypsa, Inc.
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
759531106
(CUSIP Number)
December 31, 2016
(Date of
Event Which Requires Filing of this Statement)
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 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.
The 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).
(Continued on following pages)
Page
1
of 15 Pages
Exhibit Index on Page 13
CUSIP NO. 759531106
|
13 G
|
Page
2
of
15
Pages
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delphi Ventures VII, L.P. (“DV VII”)
|
|
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
0 shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
0
|
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. 759531106
|
13 G
|
Page
3
of
15
Pages
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delphi BioInvestments VII, L.P. (“DBI VII”)
|
|
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
0 shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
0
|
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. 759531106
|
13 G
|
Page
4
of
15
Pages
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delphi Management Partners VII, L.L.C. (“DMP
VII”)
|
|
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
0 shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
0
|
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
|
OO
|
|
|
|
|
|
CUSIP NO. 759531106
|
13 G
|
Page
5
of
15
Pages
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. 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
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
0
|
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
|
IN
|
|
|
|
|
|
CUSIP NO. 759531106
|
13 G
|
Page
6
of
15
Pages
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David L. 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
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
0
|
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
|
IN
|
|
|
|
|
|
CUSIP NO. 759531106
|
13 G
|
Page
7
of
15
Pages
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas A. 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
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
0
|
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
|
IN
|
|
|
|
|
|
CUSIP NO. 759531106
|
13 G
|
Page
8
of
15
Pages
|
1
|
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deepika R. Pakianathan, Ph.D.
|
|
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
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
0
|
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
|
IN
|
|
|
|
|
|
CUSIP NO. 759531106
|
13 G
|
Page
9
of
15
Pages
|
This Amendment No. 2 amends and restates in
its entirety the Schedule 13G previously filed by the Reporting Persons (together with all prior and current amendments thereto,
this “Schedule 13G”).
|
ITEM 1(A).
|
NAME OF ISSUER:
|
Relypsa, Inc.
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
700 Saginaw Drive
Redwood City, CA 94063
|
ITEM 2(A).
|
NAME OF PERSONS FILING:
|
This statement is filed by Delphi
Ventures VII, L.P., a Delaware limited partnership (“DV VII”), Delphi BioInvestments VII, L.P., a Delaware limited
partnership (“DBI VII”), Delphi Management Partners VII, L.L.C., a Delaware limited liability company (“DMP VII”)
and the general partner of DV VII and DBI VII, and James J. Bochnowski (“Bochnowski”), David L. Douglass (“Douglass”),
Douglas A. Roeder (“Roeder”) and Deepika R. Pakianathan, Ph.D. (“Pakianathan”), the managing members of
DMP VII. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
DMP VII is the general partner of
DV VII and DBI VII and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned
by DV VII and DBI VII. Bochnowski, Douglass, Roeder and Pakianathan are the managing members of DMP VII and may be deemed to have
shared power to vote and shared power to dispose of the shares of the issuer directly owned by DV VII and DBI VII.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE,
RESIDENCE:
|
The address of the principal business
office for each of the Reporting Persons is:
Delphi Ventures
160 Bovet Road, Suite #408
San Mateo, CA 94402
DV VII and DBI VII are Delaware limited
partnerships. DMP VII is a Delaware limited liability company. Bochnowski, Douglass, Roeder and Pakianathan are United States citizens.
|
ITEM 2(D)
AND ITEM 2(E).
|
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:
|
Common Stock
CUSIP # 759531106
CUSIP NO. 759531106
|
13 G
|
Page
10
of
15
Pages
|
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
:
|
See Row 9 of cover page for each
Reporting Person.
See Row 11 of cover page for each
Reporting Person.
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
|
See Row 5 of
cover page for each Reporting Person.
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of
cover page for each Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition
of
:
|
See Row 7 of
cover page for each Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition
of
:
|
See Row 8 of
cover page for each Reporting Person.
|
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
Yes
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
:
|
Please see Item 5.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
|
Not applicable.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
:
|
Not applicable.
CUSIP NO. 759531106
|
13 G
|
Page
11
of
15
Pages
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
:
|
Not applicable.
Not applicable.
CUSIP NO. 759531106
|
13 G
|
Page
12
of
15
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.
Dated: February 13, 2017
Entities
:
|
|
|
|
|
|
|
|
DELPHI MANAGEMENT PARTNERS VII, L.L.C.
|
|
|
|
|
DELPHI VENTURES VII, L.P.
|
|
DELPHI BIOINVESTMENTS VII, L.P.
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew T. Potter
|
|
|
Matthew T. Potter, Attorney-in-fact
|
|
|
for above-listed entities*
|
|
|
|
|
|
|
|
Individuals
:
|
|
James J. Bochnowski
|
|
David L. Douglass
|
|
Douglas A. Roeder
|
|
Deepika R. Pakianathan, Ph.D.
|
|
|
|
|
By:
|
/s/ Matthew T. Potter
|
|
|
Matthew T. Potter, Attorney-in-fact
|
|
|
for above-listed individuals*
|
|
*Signed pursuant to a Power of Attorney already on file with
the appropriate agencies.
CUSIP NO. 759531106
|
13 G
|
Page
13
of
15
Pages
|
EXHIBIT INDEX
|
Found on Sequentially
|
Exhibit
|
Numbered Page
|
|
|
Exhibit A: Agreement of Joint Filing
|
14
|
|
|
Exhibit B: Power of Attorney
|
15
|
CUSIP NO. 759531106
|
13 G
|
Page
14
of
15
Pages
|
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that
a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Relypsa, 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.
CUSIP NO. 759531106
|
13 G
|
Page
15
of
15
Pages
|
exhibit B
Power of Attorney
Matthew T. Potter has signed this Schedule
13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.
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