Statement of Ownership (sc 13g)
January 21 2020 - 4:53PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Trillium Therapeutics, Inc.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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 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).
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CUSIP No. 89620X506
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1.
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Name of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
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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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x(1)
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(b)
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o
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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
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
0
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6.
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Shared Voting Power
2,790,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,790,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
9.95%(3)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
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(2)
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Consists of 2,536,389 common shares owned by Venrock Healthcare Capital Partners III, L.P. and 253,611 common shares owned by VHCP Co-Investment Holdings III, LLC.
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(3)
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This percentage is calculated based upon 28,038,831 of the Issuer’s common shares outstanding as of September 30, 2019, as reported in the Issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2019.
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CUSIP No. 89620X506
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1.
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Name of Reporting Persons
VHCP Co-Investment Holdings III, 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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x(1)
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(b)
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o
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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
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
0
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6.
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Shared Voting Power
2,790,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,790,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
9.95%(3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
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(2)
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Consists of 2,536,389 common shares owned by Venrock Healthcare Capital Partners III, L.P. and 253,611 common shares owned by VHCP Co-Investment Holdings III, LLC.
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(3)
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This percentage is calculated based upon 28,038,831 of the Issuer’s common shares outstanding as of September 30, 2019, as reported in the Issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2019.
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CUSIP No. 89620X506
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1.
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Name of Reporting Persons
VHCP Management III, 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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x(1)
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(b)
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o
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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
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
0
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6.
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Shared Voting Power
2,790,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,790,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
9.95%(3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
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(2)
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Consists of 2,536,389 common shares owned by Venrock Healthcare Capital Partners III, L.P. and 253,611 common shares owned by VHCP Co-Investment Holdings III, LLC.
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(3)
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This percentage is calculated based upon 28,038,831 of the Issuer’s common shares outstanding as of September 30, 2019, as reported in the Issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2019.
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CUSIP No. 89620X506
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1.
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Name of Reporting Persons
Shah, Nimish
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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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x(1)
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(b)
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o
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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
United States
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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
0
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6.
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Shared Voting Power
2,790,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,790,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
9.95%(3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
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(2)
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Consists of 2,536,389 common shares owned by Venrock Healthcare Capital Partners III, L.P. and 253,611 common shares owned by VHCP Co-Investment Holdings III, LLC.
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(3)
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This percentage is calculated based upon 28,038,831 of the Issuer’s common shares outstanding as of September 30, 2019, as reported in the Issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2019.
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5
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CUSIP No. 89620X506
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1.
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Name of Reporting Persons
Koh, Bong
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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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x(1)
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(b)
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o
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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
United States
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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
0
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6.
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Shared Voting Power
2,790,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,790,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,790,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
9.95%(3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
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(2)
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Consists of 2,536,389 common shares owned by Venrock Healthcare Capital Partners III, L.P. and 253,611 common shares owned by VHCP Co-Investment Holdings III, LLC.
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(3)
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This percentage is calculated based upon 28,038,831 of the Issuer’s common shares outstanding as of September 30, 2019, as reported in the Issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2019.
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Introductory Note: This Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III” and collectively with VHCP III LP and VHCP Co-Investment III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of the Common Shares of Trillium Therapeutics, Inc.
Item 1.
(a) Name of Issuer
Trillium Therapeutics, Inc.
(b) Address of Issuer’s Principal Executive Offices
2488 Dunwin Drive
Mississauga, Ontario L5L 1J9
Canada
Item 2.
(a) Name of Person Filing
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
VHCP Management III, LLC
Nimish Shah
Bong Koh
(b) Address of Principal Business Office or, if none, Residence
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New York Office:
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Palo Alto Office:
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7 Bryant Park
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3340 Hillview Avenue
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23rd Floor
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Palo Alto, CA 94304
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New York, NY 10018
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(c) Citizenship
All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.
(d) Title of Class of Securities
Common Shares, without par value
(e) CUSIP Number
89620X506
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Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned as of January 21, 2020:
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Venrock Healthcare Capital Partners III, L.P.
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2,790,000
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(1)
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VHCP Co-Investment Holdings III, LLC
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2,790,000
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(1)
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VHCP Management III, LLC
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2,790,000
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(1)
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Nimish Shah
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2,790,000
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(1)
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Bong Koh
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2,790,000
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(1)
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(b) Percent of Class as of January 21, 2020:
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Venrock Healthcare Capital Partners III, L.P.
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9.95
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%
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VHCP Co-Investment Holdings III, LLC
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9.95
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%
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VHCP Management III, LLC
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9.95
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%
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Nimish Shah
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9.95
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%
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Bong Koh
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9.95
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%
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(c) Number of shares as to which the person has, as of January 21, 2020:
(i) Sole power to vote or to direct the vote
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Venrock Healthcare Capital Partners III, L.P.
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0
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VHCP Co-Investment Holdings III, LLC
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0
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VHCP Management III, LLC
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0
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Nimish Shah
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0
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Bong Koh
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0
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(ii) Shared power to vote or to direct the vote
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Venrock Healthcare Capital Partners III, L.P.
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2,790,000
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(1)
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VHCP Co-Investment Holdings III, LLC
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2,790,000
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(1)
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VHCP Management III, LLC
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2,790,000
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(1)
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Nimish Shah
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2,790,000
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(1)
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Bong Koh
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2,790,000
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(1)
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(iii) Sole power to dispose or to direct the disposition of
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Venrock Healthcare Capital Partners III, L.P.
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0
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VHCP Co-Investment Holdings III, LLC
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0
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VHCP Management III, LLC
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0
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Nimish Shah
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0
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Bong Koh
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0
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(iv) Shared power to dispose or to direct the disposition of
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Venrock Healthcare Capital Partners III, L.P.
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2,790,000
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(1)
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VHCP Co-Investment Holdings III, LLC
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2,790,000
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(1)
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VHCP Management III, LLC
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2,790,000
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(1)
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Nimish Shah
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2,790,000
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(1)
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Bong Koh
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2,790,000
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(1)
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(1)
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These shares are owned directly as follows: 2,536,389 shares are owned by Venrock Healthcare Capital Partners III, L.P. and 253,611 shares are owned by VHCP Co-Investment Holdings III, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC.
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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 o.
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 or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of a Group
Not Applicable
Item 10. Certification
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 § 240.14a-11.
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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.
Dated: January 21, 2020
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Venrock Healthcare Capital Partners III, L.P.
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By:
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VHCP Management III, LLC
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Its:
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General Partner
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By:
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/s/ David L. Stepp
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Name:
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David L. Stepp
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Its:
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Authorized Signatory
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VHCP Co-Investment Holdings III, LLC
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By:
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VHCP Management III, LLC
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Its:
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Manager
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By:
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/s/ David L. Stepp
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Name:
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David L. Stepp
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Its:
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Authorized Signatory
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VHCP Management III, LLC
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By:
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/s/ David L. Stepp
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Name:
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David L. Stepp
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Its:
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Authorized Signatory
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Nimish Shah
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By:
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/s/ David L. Stepp
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David L. Stepp, as attorney-in-fact
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Bong Koh
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By:
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/s/ David L. Stepp
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David L. Stepp, as attorney-in-fact
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10
EXHIBITS
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A:
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Joint Filing Agreement
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B:
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Power of Attorney for Nimish Shah
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C:
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Power of Attorney for Bong Koh
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11
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