This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and restates the Schedule 13D originally filed on May 31, 2016, Amendment No. 1 thereto filed on April 4, 2017 ("Amendment No. 1) and Amendment No. 2 thereto filed on July 10, 2018 ("Amendment No. 2") relating to the ordinary shares, $.001 par value (the "Common Stock") of Aveo Pharmaceuticals, Inc. (the "Issuer") having its principal executive office at One Broadway, 14
th
Floor, Cambridge, MA 02142.
Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 and Amendment No. 2 thereto).
This statement is being filed by:
(a) Growth Equity Opportunities Fund IV, LLC ("GEO");
(b) New Enterprise Associates 15, L.P. ("NEA 15"), which is the sole member of GEO, NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; and NEA 15 GP, LLC ("NEA 15 LLC" and, together with NEA Partners 15, the "Control Entities"), which is the sole general partner of NEA Partners 15; and
(c) Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Anthony A Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Joshua Makower ("Makower"), David M. Mott ("Mott"), Scott D. Sandell ("Sandell") and Peter W. Sonsini ("Sonsini") (together, the "Managers"), Chetan Puttagunta ("Puttagunta") and Ravi Viswanathan ("Viswanathan"). The Managers are the managers of NEA 15 LLC.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of GEO and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barris and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Makhzoumi, Makower, Sandell and Sonsini is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 Fifth Avenue, 19th Floor, New York, NY 10011.
The principal business of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
GEO and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
GEO is the record owner of the Securities. As the sole member of GEO, NEA 15 may be deemed to own beneficially the Securities. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the Securities. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the Securities. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the Securities.
Each Reporting Person disclaims beneficial ownership of the Securities other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 135,709,292
shares of Common Stock deemed to be outstanding which includes (i) 125,346,598 shares of Common Stock reported to be outstanding on the Issuer's Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2018 and (ii) the Warrant Shares.
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
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sole power to dispose or to direct the disposition: See line 9 of cover sheets
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(iv)
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shared power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
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Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the last 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.
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(e)
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Each of Puttagunta and Viswanathan has ceased to own beneficially five percent (5%) or more of the Issuer's Common Stock as a result of ceasing to be a Manager of NEA 15 LLC.
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Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.