Amended Statement of Ownership (sc 13g/a)
August 15 2019 - 6:05AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 4)*
Aerie Pharmaceuticals,
Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00771V108
(CUSIP Number)
August 12, 2019
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1 of 14
Exhibit Index on Page 12
CUSIP # 00771V108
|
Page 2 of 14
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Fund II, L.P. (“FCF II”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,672,714 shares, except that Foresite Capital Management II, LLC
(“FCM II”), the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum
(“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,672,714 shares, except that FCM II, the general partner of FCF
II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to
have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,672,714
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.6%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP # 00771V108
|
Page 3 of 14
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Management II, LLC (“FCM II”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,672,714 shares, all of which are directly owned by Foresite Capital
Fund II, L.P. (“FCF II”). FCM II, the general partner of FCF II, may be deemed to have sole power to vote these shares,
and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,672,714 shares, all of which are directly owned by FCF II. FCM
II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member
of FCM II, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,672,714
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.6%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP # 00771V108
|
Page 4 of 14
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,050,477 shares, except that Foresite Capital Management III, LLC
(“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum
(“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,050,477 shares, except that FCM III, the general partner of FCF
III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed
to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,050,477
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP # 00771V108
|
Page 5 of 14
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,050,477 shares, all of which are directly owned by Foresite Capital
Fund III, L.P. (“FCF III”). FCM III, the general partner of FCF III, may be deemed to have sole power to vote these
shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote
these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,050,477 shares, all of which are directly owned by FCF III. FCM
III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member
of FCM III, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,050,477
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP # 00771V108
|
Page 6 of 14
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Fund IV, L.P. (“FCF IV”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,410,500 shares (of which 100,500 may be acquired upon exercise
of a call opion), except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be
deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM IV, may
be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,410,500 shares (of which 100,500 may be acquired upon exercise
of a call opion), except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares,
and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,410,500
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.1%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP # 00771V108
|
Page 7 of 14
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Management IV, LLC (“FCM IV”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,410,500 shares (of which 100,500 may be acquired upon exercise
of a call opion), all of which are directly owned by Foresite Capital Fund IV, L.P. (“FCF IV”). FCM IV, the general
partner of FCF IV, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing
member of FCM IV, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,410,500 shares (of which 100,500 may be acquired upon exercise
of a call opion), all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole
power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of
these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,410,500
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.1%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP # 00771V108
|
Page 8 of 14
|
1
|
NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
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
5,133,691 shares, of which 1,672,714 shares are directly owned by
Foresite Capital Fund II, L.P. (“FCF II”), 2,050,477 shares are directly owned by Foresite Capital Fund III, L.P. (“FCF
III”), and 1,410,500 shares (of which 100,500 may be acquired upon exercise of a call opion) are directly owned by Foresite
Capital Fund IV, L.P. (“FCF IV”). Tananbaum is the managing member of each of Foresite Capital Management II, LLC (“FCM
II”), which is the general partner of FCF II, Foresite Capital Management III, LLC (“FCM III”), which is the
general partner of FCF III, and Foresite Capital Management IV, LLC (“FCM IV”), which is the general partner of FCF
IV. Tananbaum may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
5,133,691 shares, of which 1,672,714 shares are directly owned by
FCF II, 2,050,477 shares are directly owned by FCF III, and 1,410,500 shares (of which 100,500 may be acquired upon exercise of
a call opion) are directly owned by FCF IV. Tananbaum is the managing member of each FCM II, which is the general partner of FCF
II, FCM III, which is the general partner of FCF III, and FCM IV, which is the general partner of FCF IV. Tananbaum may be deemed
to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
5,133,691
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP # 00771V108
|
Page 9 of 14
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
Aerie Pharmaceuticals, Inc. (the “Issuer”)
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
4301
Emperor Boulevard, Suite 400
Durham, North Carolina 27703
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
This Schedule is filed by Foresite Capital
Fund II, L.P., a Delaware limited partnership, Foresite Capital Management II, LLC, a Delaware limited liability company, Foresite
Capital Fund III, L.P., a Delaware limited partnership, Foresite Capital Management III, LLC, a Delaware limited liability company,
Foresite Capital Fund IV, L.P., a Delaware limited partnership, Foresite Capital Management IV, LLC, a Delaware limited liability
company and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons is:
c/o Foresite Capital Management
600 Montgomery Street, Suite 4500
San Francisco, CA 94111
See Row 4 of cover page for each Reporting Person.
|
ITEM 2(D).
|
TITLE OF CLASS OF SECURITIES
|
Common Stock
00771V108
|
ITEM 3.
|
If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
The following information with respect
to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of August 14, 2019:
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each Reporting
Person.
CUSIP # 00771V108
|
Page 10 of 14
|
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
|
See Row 5 of cover page for each Reporting
Person.
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each Reporting
Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each Reporting
Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
|
See Row 8 of cover page for each Reporting
Person.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Not applicable.
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
.
|
Under certain circumstances set forth
in the limited partnership agreements of FCF II, FCF III and FCF IV and the limited liability company agreements of FCM II, FCM
III and FCM IV the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive
dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which
they are a partner or member.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED
ON BY THE PARENT HOLDING COMPANY
|
Not applicable.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
.
|
Not applicable
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF 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 # 00771V108
|
Page 11 of 14
|
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 14, 2019
|
FORESITE CAPITAL FUND II, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT II, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT II, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL FUND III, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL FUND IV, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT IV, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT IV, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
JAMES TANANBAUM
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
CUSIP # 00771V108
|
Page 12 of 14
|
EXHIBIT INDEX
|
|
Found on Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
13
|
CUSIP # 00771V108
|
Page 13 of 14
|
exhibit A
Agreement of Joint Filing
The undersigned hereby agree
that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each
of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: August 14, 2019
|
FORESITE CAPITAL FUND II, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT II, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT II, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL FUND III, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL FUND IV, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT IV, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
CUSIP # 00771V108
|
Page 14 of 14
|
|
FORESITE CAPITAL MANAGEMENT IV, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
JAMES TANANBAUM
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
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