Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 8:35PM
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)*
Savara Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
805111101
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter 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).
CUSIP No. 805111101 |
Page 2
of 17 |
|
|
|
|
|
|
1.
|
|
Name
of reporting persons
Venrock Healthcare Capital Partners II, L.P. |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
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
3,500,0002 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%3 |
12. |
|
Type
of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
|
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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.
|
CUSIP No. 805111101 |
Page 3
of 17 |
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|
|
|
|
|
1.
|
|
Name
of reporting persons
VHCP Co-Investment Holdings II, LLC |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
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
3,500,0002 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP No. 805111101 |
Page 4
of 17 |
|
|
|
|
|
|
1.
|
|
Name
of reporting persons
Venrock Healthcare Capital Partners III, L.P. |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x1 (b) ¨
|
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
3,500,0002 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%3 |
12. |
|
Type
of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
|
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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP
No. 805111101 |
Page 5
of 17 |
|
|
|
|
|
|
1.
|
|
Name
of reporting persons
VHCP Co-Investment Holdings III, LLC |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
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
3,500,0002 |
7. |
|
Sole
Dispositive Power
0 |
8. |
|
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP No. 805111101 |
Page 6
of 17 |
|
|
|
1.
|
|
Name
of reporting persons
Venrock Healthcare Capital Partners EG, L.P. |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (b)
¨
|
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
3,500,0002 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%3 |
12. |
|
Type
of Reporting Person (See Instructions)
PN |
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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP
No. 805111101 |
Page 7
of 17 |
|
|
|
1.
|
|
Name
of reporting persons
VHCP Management II, LLC |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
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
3,500,0002 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP
No. 805111101 |
Page 8
of 17 |
|
|
|
1.
|
|
Name
of reporting persons
VHCP Management III, LLC |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (b)
¨
|
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
3,500,0002 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP No. 805111101 |
Page 9
of 17 |
|
|
|
1.
|
|
Name
of reporting persons
VHCP Management EG, LLC |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (b)
¨
|
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
3,500,0002 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP No. 805111101 |
Page 10
of 17 |
|
|
|
|
|
|
1.
|
|
Name
of Reporting Persons
Shah, Nimish |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(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
3,500,0002 |
7. |
|
Sole
Dispositive Power
0 |
8. |
|
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP No. 805111101 |
Page 11
of 17 |
|
|
|
|
|
|
1.
|
|
Name
of Reporting Persons
Koh, Bong |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(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
3,500,0002 |
7. |
|
Sole
Dispositive Power
0 |
8. |
|
Shared
Dispositive Power
3,500,0002 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,500,0002 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
2.6%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 (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares held by VHCP Co-Investment Holdings
II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment
Holdings III, LLC and (v) 2,093,502 shares held by Venrock Healthcare Capital Partners EG, L.P. |
3 |
This
percentage is calculated based upon 135,341,024 shares of the Issuer’s Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
CUSIP No. 805111101 |
Page 12
of 17 |
Introductory Note: This Schedule 13G/A is filed on behalf of 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 Bong Koh (“Koh”)
in respect of Common Stock of Savara Inc.
Item 1.
Savara Inc.
|
(b) |
Address
of Issuer’s Principal Executive Offices |
1717 Langhorne Newtown Road, Suite 300
Langhorne, PA 19047
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 |
|
All of the Venrock Entities were organized in Delaware. The individuals
are both United States citizens.
CUSIP No. 805111101 |
Page 13
of 17 |
|
(d) |
Title
of Class of Securities |
Common Stock, par value $0.001 per share
805111101
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
|
(a) |
Amount
Beneficially Owned as of December 31, 2023: |
Venrock
Healthcare Capital Partners II, L.P. |
|
|
3,500,000 |
(1) |
VHCP
Co-Investment Holdings II, LLC |
|
|
3,500,000 |
(1) |
Venrock
Healthcare Capital Partners III, L.P. |
|
|
3,500,000 |
(1) |
VHCP
Co-Investment Holdings III, LLC |
|
|
3,500,000 |
(1) |
Venrock
Healthcare Capital Partners EG, L.P. |
|
|
3,500,000 |
(1) |
VHCP
Management II, LLC |
|
|
3,500,000 |
(1) |
VHCP
Management III, LLC |
|
|
3,500,000 |
(1) |
VHCP
Management EG, LLC |
|
|
3,500,000 |
(1) |
Nimish
Shah |
|
|
3,500,000 |
(1) |
Bong
Koh |
|
|
3,500,000 |
(1) |
|
(b) |
Percent
of Class as of December 31, 2023: |
Venrock
Healthcare Capital Partners II, L.P. |
|
|
2.6 |
% |
VHCP
Co-Investment Holdings II, LLC |
|
|
2.6 |
% |
Venrock
Healthcare Capital Partners III, L.P. |
|
|
2.6 |
% |
VHCP
Co-Investment Holdings III, LLC |
|
|
2.6 |
% |
Venrock
Healthcare Capital Partners EG, L.P. |
|
|
2.6 |
% |
VHCP
Management II, LLC |
|
|
2.6 |
% |
VHCP
Management III, LLC |
|
|
2.6 |
% |
VHCP
Management EG, LLC |
|
|
2.6 |
% |
Nimish
Shah |
|
|
2.6 |
% |
Bong
Koh |
|
|
2.6 |
% |
|
(c) |
Number
of shares as to which the person has, as of December 31, 2023: |
|
(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 |
|
CUSIP No. 805111101 |
Page 14
of 17 |
|
(ii) |
Shared
power to vote or to direct the vote |
Venrock
Healthcare Capital Partners II, L.P. |
|
|
3,500,000 |
(1) |
VHCP
Co-Investment Holdings II, LLC |
|
|
3,500,000 |
(1) |
Venrock
Healthcare Capital Partners III, L.P. |
|
|
3,500,000 |
(1) |
VHCP
Co-Investment Holdings III, LLC |
|
|
3,500,000 |
(1) |
Venrock
Healthcare Capital Partners EG, L.P. |
|
|
3,500,000 |
(1) |
VHCP
Management II, LLC |
|
|
3,500,000 |
(1) |
VHCP
Management III, LLC |
|
|
3,500,000 |
(1) |
VHCP
Management EG, LLC |
|
|
3,500,000 |
(1) |
Nimish
Shah |
|
|
3,500,000 |
(1) |
Bong
Koh |
|
|
3,500,000 |
(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. |
|
|
3,500,000 |
(1) |
VHCP
Co-Investment Holdings II, LLC |
|
|
3,500,000 |
(1) |
Venrock
Healthcare Capital Partners III, L.P. |
|
|
3,500,000 |
(1) |
VHCP
Co-Investment Holdings III, LLC |
|
|
3,500,000 |
(1) |
Venrock
Healthcare Capital Partners EG, L.P. |
|
|
3,500,000 |
(1) |
VHCP
Management II, LLC |
|
|
3,500,000 |
(1) |
VHCP
Management III, LLC |
|
|
3,500,000 |
(1) |
VHCP
Management EG, LLC |
|
|
3,500,000 |
(1) |
Nimish
Shah |
|
|
3,500,000 |
(1) |
Bong
Koh |
|
|
3,500,000 |
(1) |
(1) |
Consists
of (i) 210,599 shares held by Venrock Healthcare Capital Partners II, L.P., (ii) 85,335 shares
held by VHCP Co-Investment Holdings II, LLC, (iii) 1,009,572 shares held by Venrock Healthcare
Capital Partners III, L.P., (iv) 100,992 shares held by VHCP Co-Investment Holdings III,
LLC and (v) 2,093,502 shares held 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, VHCP Management
III, LLC and VHCP Management EG, LLC. |
CUSIP No. 805111101 |
Page 15
of 17 |
Item
5. |
Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following x.
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
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.
CUSIP No. 805111101 |
Page 16
of 17 |
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 14, 2024
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/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
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/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
|
|
|
VHCP Management
II, LLC |
|
VHCP Management
III, LLC |
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
|
|
|
Venrock Healthcare
Capital Partners EG, L.P. |
|
VHCP Management
EG, LLC |
|
|
|
By: |
VHCP Management
EG, LLC |
|
/s/
Sherman G. Souther |
Its: |
General Partner |
|
Name: |
Sherman
G. Souther |
|
|
Its: |
Authorized
Signatory |
/s/
Sherman G. Souther |
|
|
Name: |
Sherman
G. Souther |
|
|
Its: |
Authorized
Signatory |
|
|
Bong
Koh |
|
|
|
|
|
/s/
Sherman G. Souther |
|
|
Sherman
G. Souther, Attorney-in-fact |
|
|
|
|
|
Nimish
Shah |
|
|
|
|
|
/s/
Sherman G. Souther |
|
|
Sherman G. Souther,
Attorney-in-fact |
CUSIP No. 805111101 |
Page 17
of 17 |
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