Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
SCHEDULE
13G/A
U
NDER
THE
S
ECURITIES
E
XCHANGE
A
CT
OF
1934
(Amendment No. 5)*
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CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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|
163428105
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of This Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule
13d-1(b)
x
Rule
13d-1(c)
¨
Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
163428105
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Page
2
of 11
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1.
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Name of
Reporting Persons
Venrock Healthcare Capital Partners, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
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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.
|
|
Sole Voting Power
0
|
|
6.
|
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Shared Voting Power
1,701,170
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
1,701,170
2
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,170
2
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
11.
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Percent of Class Represented by Amount
in Row (9)
2.4%
3
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12.
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Type of Reporting Person (See
Instructions)
PN
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP
Co-Investment
Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this
Schedule 13G/A.
|
2
|
Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCP
Co-Investment
Holdings, LLC.
|
3
|
This percentage is calculated based upon 70,767,249 shares of the Issuers common stock outstanding as of November 5, 2013, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2013.
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CUSIP No. 163428105
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Page 3 of 11
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1.
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Name of
Reporting Persons
VHCP Co-Investment Holdings, LLC
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2.
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|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
|
3.
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|
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
1,701,170
2
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|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
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Shared Dispositive Power
1,701,170
2
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,170
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)
2.4%
3
|
12.
|
|
Type of Reporting Person (See
Instructions)
OO
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP
Co-Investment
Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this
Schedule 13G/A.
|
2
|
Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCP
Co-Investment
Holdings, LLC.
|
3
|
This percentage is calculated based upon 70,767,249 shares of the Issuers common stock outstanding as of November 5, 2013, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2013.
|
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CUSIP No. 163428105
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Page 4 of 11
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1.
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Name of
Reporting Persons
VHCP Management, LLC
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2.
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|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
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3.
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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
1,701,170
2
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
1,701,170
2
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,170
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)
2.4%
3
|
12.
|
|
Type of Reporting Person (See
Instructions)
OO
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP
Co-Investment
Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this
Schedule 13G/A.
|
2
|
Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCP
Co-Investment
Holdings, LLC. VHCP
Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP
Co-Investment
Holdings, LLC.
|
3
|
This percentage is calculated based upon 70,767,249 shares of the Issuers common stock outstanding as of November 5, 2013, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2013.
|
|
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CUSIP No. 163428105
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Page 5 of 11
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1.
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Name of
Reporting Persons
Hove, Anders
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2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
|
3.
|
|
SEC USE ONLY
|
4.
|
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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
1,701,170
2
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
1,701,170
2
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,170
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)
2.4%
3
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP
Co-Investment
Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this
Schedule 13G/A.
|
2
|
Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCP
Co-Investment
Holdings, LLC. VHCP
Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP
Co-Investment
Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management,
LLC.
|
3
|
This percentage is calculated based upon 70,767,249 shares of the Issuers common stock outstanding as of November 5, 2013, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2013.
|
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CUSIP No. 163428105
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Page 6 of 11
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1.
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Name of
Reporting Persons
Roberts, Bryan
|
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
1,701,170
2
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
1,701,170
2
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,170
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)
2.4%
3
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP
Co-Investment
Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this
Schedule 13G/A.
|
2
|
Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCP
Co-Investment
Holdings, LLC. VHCP
Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP
Co-Investment
Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management,
LLC.
|
3
|
This percentage is calculated based upon 70,767,249 shares of the Issuers common stock outstanding as of November 5, 2013, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2013.
|
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Introductory Note: This Amendment to Schedule 13G is filed on behalf of Venrock Healthcare
Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (VHCP LP), VHCP
Co-Investment
Holdings, LLC, a limited liability company organized under the laws of
the State of Delaware (VHCP
Co-Investment),
VHCP Management, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Management and collectively with
VHCP LP and VHCP
Co-Investment,
the Venrock Entities), Anders Hove and Bryan Roberts in respect of Common Stock of Chelsea Therapeutics International, Ltd.
Chelsea Therapeutics International, Ltd.
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(b)
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Address of Issuers Principal Executive Offices
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3530 Toringdon Way,
Suite 200
Charlotte, North Carolina 28277
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(a)
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Name of Person Filing
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Venrock Healthcare Capital Partners, L.P.
VHCP
Co-Investment
Holdings, LLC
VHCP Management, LLC
Anders Hove
Bryan Roberts
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(b)
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Address of Principal Business Office or, if none, Residence
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New York Office:
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Palo Alto Office:
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Cambridge Office:
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530 Fifth Avenue
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3340 Hillview Avenue
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55 Cambridge Parkway
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22nd Floor
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Palo Alto, CA 94304
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Suite 100
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New York, NY 10036
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Cambridge, MA 02142
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All entities were organized in Delaware. The individuals are both
United States citizens.
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(d)
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Title of Class of Securities
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Common Stock
163428105
Item 3.
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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:
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Not applicable
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(a)
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Amount Beneficially Owned as of December 31, 2013:
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Venrock Healthcare Capital Partners, L.P.
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1,701,170 (1)
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VHCP Co-Investment Holdings, LLC
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1,701,170 (1)
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VHCP Management, LLC
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1,701,170 (1)
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Anders Hove
|
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1,701,170 (1)
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Bryan Roberts
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1,701,170 (1)
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(b)
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Percent of Class as of December 31, 2013:
|
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|
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|
Venrock Healthcare Capital Partners, L.P.
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2.4%
|
|
VHCP Co-Investment Holdings, LLC
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2.4%
|
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VHCP Management, LLC
|
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2.4%
|
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Anders Hove
|
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2.4%
|
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Bryan Roberts
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2.4%
|
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(c)
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Number of shares as to which the person has, as of December 31, 2013:
|
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(i)
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Sole power to vote or to direct the vote
|
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Venrock Healthcare Capital Partners, L.P.
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0
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VHCP Co-Investment Holdings, LLC
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|
0
|
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VHCP Management, LLC
|
|
|
0
|
|
Anders Hove
|
|
|
0
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Bryan Roberts
|
|
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
|
|
|
|
Venrock Healthcare Capital Partners, L.P.
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1,701,170 (1)
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VHCP Co-Investment Holdings, LLC
|
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|
1,701,170 (1)
|
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VHCP Management, LLC
|
|
|
1,701,170 (1)
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Anders Hove
|
|
|
1,701,170 (1)
|
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Bryan Roberts
|
|
|
1,701,170 (1)
|
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|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
|
|
|
|
Venrock Healthcare Capital Partners, L.P.
|
|
|
0
|
|
VHCP Co-Investment Holdings, LLC
|
|
|
0
|
|
VHCP Management, LLC
|
|
|
0
|
|
Anders Hove
|
|
|
0
|
|
Bryan Roberts
|
|
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
|
|
|
|
Venrock Healthcare Capital Partners, L.P.
|
|
|
1,701,170 (1)
|
|
VHCP Co-Investment Holdings, LLC
|
|
|
1,701,170 (1)
|
|
VHCP Management, LLC
|
|
|
1,701,170 (1)
|
|
Anders Hove
|
|
|
1,701,170 (1)
|
|
Bryan Roberts
|
|
|
1,701,170 (1)
|
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(1)
|
These shares are owned directly as follows: 1,438,102 shares of common stock are owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock are owned by VHCP
Co-Investment
Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP
Co-Investment
Holdings,
LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, 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
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.
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, 2014
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Venrock Healthcare Capital Partners, L.P.
|
|
|
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VHCP
Co-Investment
Holdings, LLC
|
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|
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By:
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VHCP Management, LLC,
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By:
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VHCP Management, LLC,
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its General Partner
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its Manager
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By:
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/s/ David L. Stepp
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By:
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/s/ David L. Stepp
|
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Name: David L. Stepp
Title: Authorized
Signatory
|
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Name: David L. Stepp
Title: Authorized
Signatory
|
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VHCP Management, LLC
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By:
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/s/ David L. Stepp
|
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Name: David L. Stepp
Title: Authorized
Signatory
|
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/s/ David L. Stepp, as
attorney-in-fact
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Anders Hove
|
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/s/ David L. Stepp, as
attorney-in-fact
|
Bryan Roberts
|
EXHIBITS
A:
|
Joint Filing Agreement (Incorporated by reference from Exhibit A to Schedule 13G/A filed on February 14, 2013.)
|
B:
|
Power of Attorney for Anders Hove (Incorporated by reference from Exhibit B to Schedule 13G filed on March 15, 2010.)
|
C:
|
Power of Attorney for Bryan Roberts (Incorporated by reference from Exhibit C to Schedule 13G filed on March 15, 2010.)
|
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