Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Marinus
Pharmaceuticals, Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
56854Q101
(CUSIP Number)
December 31,
2020
(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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¨
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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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¨
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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. 56854Q101
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1.
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Name of Reporting Persons
Venrock Healthcare Capital Partners II, 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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¨
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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
2,588,941(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
2,588,941(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
7.3%(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 II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
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(2)
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Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
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(3)
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This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
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CUSIP No. 56854Q101
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1.
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Name of Reporting Persons
VHCP Co-Investment Holdings II, 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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¨
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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
2,588,941(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
2,588,941(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
7.3%(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 II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
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(2)
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Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
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(3)
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This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
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CUSIP No. 56854Q101
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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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¨
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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
2,588,941(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
2,588,941(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
7.3%(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 II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
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(2)
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Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
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(3)
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This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
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CUSIP No. 56854Q101
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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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¨
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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:
|
5.
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Sole Voting Power
0
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|
|
|
6.
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Shared Voting Power
2,588,941(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
2,588,941(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
7.3%(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 II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
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(2)
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Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
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(3)
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This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
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CUSIP No. 56854Q101
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1.
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Name of Reporting Persons
Venrock Healthcare Capital Partners EG, 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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¨
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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:
|
5.
|
Sole Voting Power
0
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|
|
|
6.
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Shared Voting Power
2,588,941(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
2,588,941(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
7.3%(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 II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
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(2)
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Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
|
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(3)
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This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
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CUSIP No. 56854Q101
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1.
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Name of Reporting Persons
VHCP Management II, 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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¨
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3.
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SEC Use Only
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|
|
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4.
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Citizenship or Place of Organization
Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
|
|
6.
|
Shared Voting Power
2,588,941(2)
|
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
|
8.
|
Shared Dispositive Power
2,588,941(2)
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
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|
|
|
|
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
7.3%(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 II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
|
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(2)
|
Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
|
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(3)
|
This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
|
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CUSIP No. 56854Q101
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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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¨
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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:
|
5.
|
Sole Voting Power
0
|
|
|
|
6.
|
Shared Voting Power
2,588,941(2)
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|
|
7.
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Sole Dispositive Power
0
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|
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8.
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Shared Dispositive Power
2,588,941(2)
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|
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
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|
|
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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|
|
|
11.
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Percent of Class Represented by Amount in Row (9)
7.3%(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 II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
|
|
(3)
|
This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
|
|
CUSIP No. 56854Q101
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1.
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Name of Reporting Persons
VHCP Management EG, 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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¨
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|
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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
|
|
|
|
6.
|
Shared Voting Power
2,588,941(2)
|
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
|
8.
|
Shared Dispositive Power
2,588,941(2)
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
7.3%(3)
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
(1)
|
Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
|
|
(3)
|
This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
|
|
|
1.
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Name of Reporting Persons
Shah, Nimish
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|
|
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
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|
|
(a)
|
x(1)
|
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|
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(b)
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¨
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
United States
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
|
|
6.
|
Shared Voting Power
2,588,941(2)
|
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
|
8.
|
Shared Dispositive Power
2,588,941(2)
|
|
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
|
|
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
7.3%(3)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
|
|
(3)
|
This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
|
|
|
1.
|
Name of Reporting Persons
Koh, Bong
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
x(1)
|
|
|
|
(b)
|
¨
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
|
|
6.
|
Shared Voting Power
2,588,941(2)
|
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
|
8.
|
Shared Dispositive Power
2,588,941(2)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,588,941(2)
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
7.3%(3)
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of 273,308 shares owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares owned by Venrock Healthcare Capital Partners EG, L.P.
|
|
(3)
|
This percentage is calculated based upon 35,575,315 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2020.
|
Introductory Note: This Schedule 13G/A is filed on behalf of
the following entities and individuals in respect of Common Stock of Marinus Pharmaceuticals, Inc.:
|
|
·
|
Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP
II LP”);
|
|
|
·
|
VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP
Co-Investment II”);
|
|
|
·
|
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”);
|
|
|
·
|
Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP
EG”);
|
|
|
·
|
VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management
II”);
|
|
|
·
|
VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management
III”);
|
|
|
·
|
VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management
EG” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III, VHCP EG, VHCP Management
II and VHCP Management III, the “Venrock Entities”);
|
|
|
·
|
Nimish Shah (“Shah”); and
|
|
Item 1.
|
|
|
|
|
(a)
|
Name of Issuer
Marinus Pharmaceuticals, Inc.
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
5 Radnor Corporate Center, Suite 500
100 Matsonford Road
Radnor, PA 19087
|
|
|
|
Item 2.
|
|
|
|
|
(a)
|
Name of Person Filing
Venrock Healthcare Capital Partners II, L.P.
VHCP Co-Investment Holdings II, LLC
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management II, LLC
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
|
|
|
New York Office:
|
Palo Alto Office:
|
|
|
|
|
7 Bryant Park
|
3340 Hillview Avenue
|
|
|
|
|
23rd Floor
|
Palo Alto, CA 94304
|
|
|
|
|
New York, NY 10018
|
|
|
|
|
(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 Stock, par value $0.001 per share
|
|
|
(e)
|
CUSIP Number
56854Q101
|
|
|
|
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
|
CUSIP No. 56854Q101
|
|
(a)
|
Amount Beneficially Owned as of December 31, 2020:
|
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Co-Investment Holdings II, LLC
|
|
|
2,588,941
|
(1)
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
2,588,941
|
(1)
|
|
Venrock Healthcare Capital Partners EG, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Management II, LLC
|
|
|
2,588,941
|
(1)
|
|
VHCP Management III, LLC
|
|
|
2,588,941
|
(1)
|
|
VHCP Management EG, LLC
|
|
|
2,588,941
|
(1)
|
|
Nimish Shah
|
|
|
2,588,941
|
(1)
|
|
Bong Koh
|
|
|
2,588,941
|
(1)
|
|
|
(b)
|
Percent of Class as of December 31, 2020:
|
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
7.3
|
%
|
|
VHCP Co-Investment Holdings II, LLC
|
|
|
7.3
|
%
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
7.3
|
%
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
7.3
|
%
|
|
Venrock Healthcare Capital Partners EG, L.P.
|
|
|
7.3
|
%
|
|
VHCP Management II, LLC
|
|
|
7.3
|
%
|
|
VHCP Management III, LLC
|
|
|
7.3
|
%
|
|
VHCP Management EG, LLC
|
|
|
7.3
|
%
|
|
Nimish Shah
|
|
|
7.3
|
%
|
|
Bong Koh
|
|
|
7.3
|
%
|
|
|
(c)
|
Number of shares as to which the person has, as of December 31, 2020:
|
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
0
|
|
|
VHCP Co-Investment Holdings II, LLC
|
|
|
0
|
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
0
|
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
0
|
|
|
Venrock Healthcare Capital Partners EG, L.P.
|
|
|
0
|
|
|
VHCP Management II, LLC
|
|
|
0
|
|
|
VHCP Management III, LLC
|
|
|
0
|
|
|
VHCP Management EG, LLC
|
|
|
0
|
|
|
Nimish Shah
|
|
|
0
|
|
|
Bong Koh
|
|
|
0
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Co-Investment Holdings II, LLC
|
|
|
2,588,941
|
(1)
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
2,588,941
|
(1)
|
|
Venrock Healthcare Capital Partners EG, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Management II, LLC
|
|
|
2,588,941
|
(1)
|
|
VHCP Management III, LLC
|
|
|
2,588,941
|
(1)
|
|
VHCP Management EG, LLC
|
|
|
2,588,941
|
(1)
|
|
Nimish Shah
|
|
|
2,588,941
|
(1)
|
|
Bong Koh
|
|
|
2,588,941
|
(1)
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
0
|
|
|
VHCP Co-Investment Holdings II, LLC
|
|
|
0
|
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
0
|
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
0
|
|
|
Venrock Healthcare Capital Partners EG, L.P.
|
|
|
0
|
|
|
VHCP Management II, LLC
|
|
|
0
|
|
|
VHCP Management III, LLC
|
|
|
0
|
|
|
VHCP Management EG, LLC
|
|
|
0
|
|
|
Nimish Shah
|
|
|
0
|
|
|
Bong Koh
|
|
|
0
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Co-Investment Holdings II, LLC
|
|
|
2,588,941
|
(1)
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
2,588,941
|
(1)
|
|
Venrock Healthcare Capital Partners EG, L.P.
|
|
|
2,588,941
|
(1)
|
|
VHCP Management II, LLC
|
|
|
2,588,941
|
(1)
|
|
VHCP Management III, LLC
|
|
|
2,588,941
|
(1)
|
|
VHCP Management EG, LLC
|
|
|
2,588,941
|
(1)
|
|
Nimish Shah
|
|
|
2,588,941
|
(1)
|
|
Bong Koh
|
|
|
2,588,941
|
(1)
|
|
(1)
|
These shares are owned directly as follows: 273,308 shares are owned by Venrock Healthcare Capital Partners II, L.P., 110,775 shares are owned by VHCP Co-Investment Holdings II, LLC, 1,410,202 shares are owned by Venrock Healthcare Capital Partners III, L.P., 140,985 shares are owned by VHCP Co-Investment Holdings III, LLC and 653,671 shares are owned by Venrock Healthcare Capital Partners EG, L.P. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, 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. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC and VHCP Management EG, LLC.
|
|
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
|
CUSIP No. 56854Q101
|
|
|
|
|
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.
|
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: February 16, 2021
|
Venrock Healthcare Capital Partners II, L.P.
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
|
|
|
|
|
By:
|
VHCP Management II, LLC
|
|
By:
|
VHCP Management III, LLC
|
|
Its:
|
General Partner
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Its:
|
Authorized Signatory
|
|
|
Its:
|
Authorized Signatory
|
|
|
|
|
|
VHCP Co-Investment Holdings II, LLC
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
|
|
|
|
|
By:
|
VHCP Management II, LLC
|
|
By:
|
VHCP Management III, LLC
|
|
Its:
|
Manager
|
|
Its:
|
Manager
|
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Its:
|
Authorized Signatory
|
|
|
Its:
|
Authorized Signatory
|
|
|
|
|
|
VHCP Management II, LLC
|
|
VHCP Management III, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Its:
|
Authorized Signatory
|
|
|
Its:
|
Authorized Signatory
|
|
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P.
|
|
VHCP Management EG, LLC
|
|
|
|
|
|
By:
|
VHCP Management EG, LLC
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Its:
|
Authorized Signatory
|
|
|
Its:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
Nimish Shah
|
|
Bong Koh
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
David L. Stepp, as attorney-in-fact
|
|
|
David L. Stepp, as attorney-in-fact
|
EXHIBITS
|
A:
|
Joint Filing Agreement
|
|
B:
|
Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to the Schedule 13G filed with the Securities and Exchange Commission on October 7, 2019)
|
|
C:
|
Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to the Schedule 13G filed with the Securities and Exchange Commission on October 7, 2019)
|
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement
on Schedule 13G (including amendments thereto) with respect to the Common Stock of Marinus Pharmaceuticals, Inc. and further
agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other
party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing
agreement may be signed in counterparts.
In evidence whereof, the undersigned have
caused this Agreement to be executed on their behalf this 16th day of February, 2021.
|
Venrock Healthcare Capital Partners II, L.P.
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
|
|
|
|
|
By:
|
VHCP Management II, LLC
|
|
By:
|
VHCP Management III, LLC
|
|
Its:
|
General Partner
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Its:
|
Authorized Signatory
|
|
|
Its:
|
Authorized Signatory
|
|
|
|
|
|
VHCP Co-Investment Holdings II, LLC
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
|
|
|
|
|
By:
|
VHCP Management II, LLC
|
|
By:
|
VHCP Management III, LLC
|
|
Its:
|
Manager
|
|
Its:
|
Manager
|
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Its:
|
Authorized Signatory
|
|
|
Its:
|
Authorized Signatory
|
|
|
|
|
|
VHCP Management II, LLC
|
|
VHCP Management III, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Its:
|
Authorized Signatory
|
|
|
Its:
|
Authorized Signatory
|
|
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P.
|
|
VHCP Management EG, LLC
|
|
|
|
|
|
By:
|
VHCP Management EG, LLC
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Name:
|
David L. Stepp
|
|
|
Its:
|
Authorized Signatory
|
|
|
Its:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
Nimish Shah
|
|
Bong Koh
|
|
|
|
|
|
|
By:
|
/s/ David L. Stepp
|
|
By:
|
/s/ David L. Stepp
|
|
|
David L. Stepp, as attorney-in-fact
|
|
|
David L. Stepp, as attorney-in-fact
|
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