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CUSIP No.
16706W102
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1
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NAMES OF REPORTING PERSONS
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Vivo Capital IX, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
☒
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(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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254,737
(1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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254,737
(1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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254,737
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.8%
(2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The shares of common stock, par value $0.01 per share (the “Common Stock”) of Chiasma, Inc. (the “Issuer”) are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P.
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(2)
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Based on 31,719,278 shares of Common Stock of the Issuer outstanding (including the exercise by the undewriters of their over-allotment option to purchase 31,719,278 shares of the Common Stock fo the Issuer), as disclosed in the prospectus supplement filed by the Issuer on March 29, 2019, pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-223850).
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CUSIP
No.
16706W102
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1
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NAMES
OF REPORTING PERSONS
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Vivo
Opportunity, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
☐
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(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE
VOTING POWER
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1,850,526
(1)
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6
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SHARED
VOTING POWER
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0
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7
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SOLE
DISPOSITIVE POWER
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1,850,526
(1)
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,850,526
(1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%
(2)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P.
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(2)
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Based on 31,719,278 shares of Common Stock of the Issuer outstanding (including the exercise by the undewriters of their over-allotment option to purchase 31,719,278 shares of the Common Stock fo the Issuer), as disclosed in the prospectus supplement filed by the Issuer on March 29, 2019, pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-223850).
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I
tem
1.(a)
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Name of Issuer
:
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Chiasma, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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460
Totten Pond Rd, Suite 530, Waltham, MA 02451
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Item
2. (a)
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Name of Person Filing:
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This
Schedule 13G is filed jointly by Vivo Capital IX, LLC and Vivo Opportunity, LLC. Vivo Capital IX, LLC and Vivo Opportunity, LLC
have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which
they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended.
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(b)
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Address of Principal Business Office or, if None, Residence:
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192
Lytton Avenue, Palo Alto, CA 94301
Vivo
Capital IX, LLC is a Delaware limited liability company.
Vivo
Opportunity, LLC is a Delaware limited liability company.
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(d)
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Title of Class of Securities:
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Common
Stock, par value $0.01 per share
16706W102
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Item
3.
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If This Statement is Filed Pursuant to
§§
240.13d-1(b),
or
240.13d-2(b)
or
(c)
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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.
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act.
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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☐ An investment adviser in accordance with
§ 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
§ 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
§ 240.13d-1
(b)(l)(ii)(G);
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
Company Act;
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(j)
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☐ A non-U.S. institution in accordance with
§ 240.13d-1
(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with
§ 240.13d-1
(b)(l)(ii)(K).
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If filing as a non-U.S. institution
in accordance with
§ 240.13d-1
(b)(1(ii)(j), please specify the type of institution:
________________
Not Applicable.
(a)
Amount
beneficially owned:
(1)
Vivo Capital IX, LLC
The
254,737 shares of Common Stock are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of
Vivo Capital Fund IX, L.P. The voting members of Vivo Capital IX, LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and
Shan Fu, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial
ownership of such shares.
(2)
Vivo Opportunity, LLC
The
1,850,526 shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner
of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung
and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims
beneficial ownership of such shares.
(b)
Percent
of class:
Vivo
Capital IX, LLC: 0.8%
Vivo
Opportunity, LLC: 5.8%
(c)
Number
of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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Vivo
Capital IX, LLC: 254,737 shares
Vivo
Opportunity, LLC: 1,850,526shares
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of:
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Vivo
Capital IX, LLC: 254,737 shares
Vivo
Opportunity, LLC: 1,850,526 shares
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(iv)
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Shared power to dispose of or to direct the disposition of: 0
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a11.
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.
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Vivo Capital IX, LLC
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April 12, 2019
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Opportunity, LLC
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April 12, 2019
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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