UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COMBINATORX, INCORPORATED
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
LUKE EVNIN
MPM ASSET MANAGEMENT
THE JOHN HANCOCK TOWER
200 CLARENDON STREET, 54
TH
FLOOR
BOSTON, MASSACHUSETTS 02116
TELEPHONE: (617) 425-9200
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
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1.
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NAME OF REPORTING PERSONS
MPM BioVentures III-QP, 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)
o
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(b)
þ
(1)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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12,121,206
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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12,121,206
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WITH
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,121,206
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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13.7%(2)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) This Schedule is filed by MPM BioVentures III-QP, L.P. (“BV III QP”), MPM BioVentures III, L.P.
(“BV III”), MPM BioVentures III Parallel Fund, L.P.
(“BV III PF”), MPM BioVentures III GmbH & Co. Beteiligungs KG (“BV III KG”),
MPM Asset Management
Investors 2003 BVIII LLC (“AM LLC”), MPM Asset Management LLC (“MPM AM”), MPM BioVentures III GP, L.P. (“BV III GP”)
and MPM BioVentures III LLC (“BV III LLC” and collectively with BV III QP, BV III, BV III PF, BV III KG, AM LLC and BV
III GP, the “MPM Entities”) and Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz, Kurt Wheeler, Nicholas Simon
III and Dennis Henner (collectively, the “Listed Persons”). BVIII GP and BVIII LLC are the direct and indirect general partners of
BV III QP, BV III, BV III PF and BV III KG. The Listed Persons are Series A members of BV III LLC and managers of AM LLC. Luke Evnin
and Ansbert Gadicke are members of MPM AM. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) This percentage is calculated based upon 88,610,640 shares of CombinatoRx, Incorporated’s (the “Issuer’s”) common stock, par value $0.001 per share (the “Common Stock”) outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
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1.
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NAME OF REPORTING PERSONS
MPM BioVentures 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)
o
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(b)
þ
(1)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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813,832
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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813,832
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WITH
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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813,832
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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0.9%(2)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
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1.
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NAME OF REPORTING PERSONS
MPM Asset Management Investors 2003 BVIII 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)
o
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(b)
þ
(1)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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234,384
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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234,384
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WITH
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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234,384
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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0.3%(2)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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00
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(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)
This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
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1.
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NAME OF REPORTING PERSONS
MPM BioVentures III Parallel Fund, 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)
o
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(b)
þ
(1)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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365,078
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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365,078
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WITH
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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365,078
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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0.4%(2)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
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1.
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NAME OF REPORTING PERSONS
MPM BioVentures III GmbH & Co. Beteiligungs KG
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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)
o
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(b)
þ
(1)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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7.
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SOLE VOTING POWER
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NUMBER OF
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1,023,146
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,023,146
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WITH
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,023,146
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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1.2%(2)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2)
This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
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1.
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NAMES OF REPORTING PERSONS
MPM Asset Management 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)
o
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(b)
þ
(1)
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3.
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SEC USE ONLY
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4.
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5.
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
|
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SOLE VOTING POWER
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NUMBER OF
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76,315
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SHARES
|
8.
|
|
SHARED VOTING POWER
|
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BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
|
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EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
76,315
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
76,315
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
0.1%(2)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
MPM BioVentures III GP, L.P.
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|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
WC
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,323,262(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,323,262(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,323,262(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.2%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
PN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held by BV III QP; 813,832 shares of Common Stock held by BV III; 365,078 shares of Common Stock held by BV III PF; and 1,023,146 shares of Common Stock held by BV III KG. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG.
(3) This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
MPM BioVentures III LLC
|
|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
WC
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,323,262(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,323,262(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,323,262(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.2%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed
Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held by BV III QP; 813,832 shares of Common
Stock held by BV III; 365,078 shares of Common Stock held by BV III PF; and 1,023,146 shares of Common Stock held by
BV III KG. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG.
(3) This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock
outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
Luke Evnin
|
|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,633,961(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,633,961(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,633,961(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.5%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons.
The MPM Entities and the Listed Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held by
BV III QP; 813,832 shares of Common Stock held by BV III; 365,078 shares of Common Stock held by BV
III PF; 1,023,146 shares of Common Stock held by BV III KG; 234,384 shares of Common Stock held by
AM LLC; and 76,315 shares of Common Stock held by MPM AM. BV III GP and BV III LLC are the direct
and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting
Person is a Series A member of BV III LLC, a manager of AM LLC and a member of MPM AM.
(3) This percentage is calculated based upon 88,610,640 shares of Issuer’s
Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
Ansbert Gadicke
|
|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,633,961(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,633,961(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,633,961(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.5%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The
MPM Entities and the Listed Persons expressly disclaim status as a
“group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held by BV III QP;
813,832 shares of Common Stock held by BV III; 365,078 shares of Common Stock held by BV III PF; 1,023,146 shares
of Common Stock held by BV III KG; 234,384 shares of Common Stock held by AM LLC; and 76,315 shares of Common Stock
held by MPM AM. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III,
BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC, a manager of AM LLC and a member of MPM AM.
(3) This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock outstanding
as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
Nicholas Galakatos
|
|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,557,646(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.4%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the
Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held by BV III QP; 813,832 shares of Common
Stock held by BV III; 365,078 shares of Common Stock held by BV III PF; 1,023,146 shares of Common Stock held by BV III KG; and 234,384
shares of Common Stock held by AM LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III,
BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.
(3) This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock outstanding
as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
Michael Steinmetz
|
|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,557,646(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.4%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities
and the Listed Persons. The MPM Entities and the Listed Persons
expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held by
BV III QP; 813,832 shares of Common Stock held by BV III; 365,078 shares of Common Stock held by BV III PF; 1,023,146
shares of Common Stock held by BV III KG; and 234,384 shares of Common Stock held by AM LLC. BV III GP and
BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The
Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.
(3) This percentage is calculated based upon 88,610,640 shares of Issuer’s
Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the Securities and
Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
Kurt Wheeler
|
|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,557,646(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.4%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons.
The MPM Entities and the Listed Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held by BV III QP;
813,832 shares of Common Stock held by BV III; 365,078 shares of Common Stock held by BV III PF; 1,023,146 shares
of Common Stock held by BV III KG; and 234,384 shares of Common Stock held by AM LLC. BV III GP and BV III LLC
are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person
is a Series A member of BV III LLC and a manager of AM LLC.
(3) This percentage is calculated based upon 88,610,640 shares of
Issuer’s Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
Nicholas Simon III
|
|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,557,646(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.4%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the
Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held by
BV III QP; 813,832 shares of Common Stock held by BV III; 365,078 shares of Common Stock held
by BV III PF; 1,023,146 shares of Common Stock held by BV III KG; and 234,384 shares of
Common Stock held by AM LLC. BV III GP and BV III LLC are the direct and indirect general partners
of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member
of BV III LLC and a manager of AM LLC.
(3) This percentage is calculated based upon 88,610,640
shares of Issuer’s Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on March 2, 2010.
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
Dennis Henner
|
|
|
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
14,557,646(2)
|
|
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
14,557,646(2)
|
|
|
|
|
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
|
16.4%(3)
|
|
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and
the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status
as a “group” for purposes of this Schedule 13D.
(2) Consists of 12,121,206 shares of Common Stock held
by BV III QP; 813,832 shares of Common Stock held by BV III; 365,078 shares of Common Stock held by BV
III PF; 1,023,146 shares of Common Stock held by BV III KG; and 234,384 shares of Common Stock held by
AM LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III,
BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.
(3) This percentage is calculated based upon 88,610,640 shares of Issuer’s
Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with
the Securities and Exchange Commission on March 2, 2010.
Explanatory Note:
The following constitutes Amendment No. 1 to the Schedule 13D previously filed by the
undersigned with the Securities and Exchange Commission on January 5, 2010 (the “Schedule 13D/A”).
The Schedule 13D/A is being filed to report the release from escrow to the former stockholders of
Neuromed of an aggregate of 37,883,123 Escrow Shares, representing all Holdback Shares and all
Milestone Shares not previously cancelled, and on March 1, 2010 based on the Food and Drug
Administration’s (the “FDA’s”) approval of the Company’s Exalgo™ product candidate and the
termination of the Escrow Agreement. Of the Escrow Shares released from escrow, an aggregate of
4,748,191 shares were released to the MPM Entities.
All capitalized terms not otherwise defined herein shall have the meaning ascribed to the
terms in the Original Schedule 13D. The Original Schedule 13D is hereby further amended and
supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains
in full force and effect.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated of the date of this filing as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared
|
|
Sole
|
|
Shared
|
|
|
|
|
|
|
|
Shares Held
|
|
Sole Voting
|
|
Voting
|
|
Dispositive
|
|
Dispositive
|
|
Beneficial
|
|
Percentage of
|
|
Filing Person
|
|
Directly
|
|
Power
|
|
Power
|
|
Power
|
|
Power
|
|
Ownership
|
|
Class (1)
|
|
BV III QP
|
|
|
12,121,206
|
|
|
|
12,121,206
|
|
|
|
0
|
|
|
|
12,121,206
|
|
|
|
0
|
|
|
|
12,121,206
|
|
|
|
13.7
|
%
|
|
BV III
|
|
|
813,832
|
|
|
|
813,832
|
|
|
|
0
|
|
|
|
813,832
|
|
|
|
0
|
|
|
|
813,832
|
|
|
|
0.9
|
%
|
|
BV III PF
|
|
|
365,078
|
|
|
|
365,078
|
|
|
|
0
|
|
|
|
365,078
|
|
|
|
0
|
|
|
|
365,078
|
|
|
|
0.4
|
%
|
|
BV III KG
|
|
|
1,023,146
|
|
|
|
1,023,146
|
|
|
|
0
|
|
|
|
1,023,146
|
|
|
|
0
|
|
|
|
1,023,146
|
|
|
|
1.2
|
%
|
|
AM LLC
|
|
|
234,384
|
|
|
|
234,384
|
|
|
|
0
|
|
|
|
234,384
|
|
|
|
0
|
|
|
|
234,384
|
|
|
|
0.3
|
%
|
|
MPM AM
|
|
|
76,315
|
|
|
|
76,315
|
|
|
|
0
|
|
|
|
76,315
|
|
|
|
0
|
|
|
|
76,315
|
|
|
|
0.1
|
%
|
|
BV III GP(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,323,262
|
|
|
|
0
|
|
|
|
14,323,262
|
|
|
|
14,323,262
|
|
|
|
16.2
|
%
|
|
BV III LLC(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,323,262
|
|
|
|
0
|
|
|
|
14,323,262
|
|
|
|
14,323,262
|
|
|
|
16.2
|
%
|
|
Luke Evnin(3)(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,633,961
|
|
|
|
0
|
|
|
|
14,633,961
|
|
|
|
14,633,961
|
|
|
|
16.5
|
%
|
|
Ansbert Gadicke(3)(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,633,961
|
|
|
|
0
|
|
|
|
14,633,961
|
|
|
|
14,633,961
|
|
|
|
16.5
|
%
|
|
Nicholas Galakatos(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
14,557,646
|
|
|
|
16.4
|
%
|
|
Michael Steinmetz(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
14,557,646
|
|
|
|
16.4
|
%
|
|
Kurt Wheeler(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
14,557,646
|
|
|
|
16.4
|
%
|
|
Nicholas Simon III(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
14,557,646
|
|
|
|
16.4
|
%
|
|
Dennis Henner(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
0
|
|
|
|
14,557,646
|
|
|
|
14,557,646
|
|
|
|
16.4
|
%
|
|
|
|
|
|
(1)
|
|
This percentage is calculated based upon 88,610,640 shares of Issuer’s Common Stock
outstanding as disclosed in the Issuer’s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on March 2, 2010.
|
|
|
|
(2)
|
|
BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV
III, BV III PF and BV III KG. The securities with respect to which these entities share
voting and dispositive power are held as follows: 12,121,206 shares of Common Stock by BV
III QP; 813,832 shares of Common Stock by BV III; 365,078 shares of Common Stock by BV
III PF; and 1,023,146 shares of Common Stock by BV III KG.
|
|
|
|
(3)
|
|
These Filing Persons are Series A Members of BV III LLC and managers of AM LLC. The
securities with respect to which these Filing Persons share voting and dispositive power
are held as follows: 12,121,206 shares of Common Stock by BV III QP; 813,832 shares of
Common Stock by BV III; 365,078 shares of Common Stock by BV III PF; 1,023,146 shares of
Common Stock by BV III KG; and 234,384 shares of Common Stock by AM LLC.
|
|
|
|
(4)
|
|
Also includes 76,315 shares of Common Stock held by MPM AM, of which these Filing
Persons are members and with respect to which these Filing Persons share voting and
dispositive power.
|
The information provided and incorporated by reference in Item 3 and Item 6 is hereby incorporated by reference in this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
“Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer” of the Original Schedule 13D is hereby amended to add the following immediately after the
bullets in the section “Termination of the Escrow Agreement”:
On March 1, 2010 the FDA approved the Company’s new drug application (the “NDA”) for the product
candidate Exalgo™. Upon this approval, all remaining Escrow Shares were released from escrow in
accordance with the provisions of the Escrow Agreement, and the Escrow Agreement terminated by its
terms.
Item 7. Material to Be Filed as Exhibits
A. Agreement and Plan of Merger by and among the Issuer, PawSox, Inc., Neuromed Pharmaceuticals
Inc., Neuromed Pharmaceuticals Ltd. and Stockholder Representative, dated as of June 30, 2009
(incorporated by reference to Appendix A of the Issuer’s Joint Proxy Statement/Prospectus (SEC File
No. 333-161146), filed with the SEC on October 22, 2009).
B. Registration Rights Agreement among the Issuer and each of the persons listed on Schedules A and
B thereto, dated as of June 30, 2009 (incorporated by reference to Appendix D of the Issuer’s Joint
Proxy Statement/Prospectus (SEC File No. 333-161146), filed with the SEC on October 22, 2009).
C. Agreement regarding filing of joint Schedule 13D/A.
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: March 16, 2010
|
|
|
|
|
MPM BIOVENTURES III, L.P.
|
|
|
By:
|
MPM BioVentures III GP, L.P.,
its General Partner
|
|
|
|
|
|
By:
|
MPM BioVentures III LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Luke Evnin
|
|
|
|
Name:
|
Luke Evnin
|
|
|
|
Title:
|
Series A Member
|
|
|
|
|
MPM BIOVENTURES III PARALLEL FUND,
L.P.
|
|
|
By:
|
MPM BioVentures III GP, L.P.,
its General Partner
|
|
|
|
|
|
By:
|
MPM BioVentures III LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Luke Evnin
|
|
|
|
Name:
|
Luke Evnin
|
|
|
|
Title:
|
Series A Member
|
|
|
|
|
MPM ASSET MANAGEMENT INVESTORS
2003
BVIII LLC
|
|
By:
|
/s/ Luke Evnin
|
|
|
|
Name:
|
Luke Evnin
|
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III LLC
|
|
|
By:
|
/s/ Luke Evnin
|
|
|
|
Name:
|
Luke Evnin
|
|
|
|
Title:
|
Series A Member
|
|
|
|
|
|
/s/ Luke Evnin
|
|
|
Luke Evnin
|
|
|
|
|
|
/s/ Nicholas Galakatos
|
|
|
Nicholas Galakatos
|
|
|
|
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III-QP, L.P.
|
|
|
By:
|
MPM BioVentures III GP, L.P.,
its General Partner
|
|
|
|
|
|
By:
|
MPM BioVentures III LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Luke Evnin
|
|
|
|
Name:
|
Luke Evnin
|
|
|
|
Title:
|
Series A Member
|
|
|
|
|
MPM BIOVENTURES III GMBH
& CO.
BETEILIGUNGS KG
|
|
By:
|
MPM BioVentures III GP, L.P.,
in its capacity as the Managing Limited Partner
|
|
|
|
|
By:
|
MPM BioVentures III LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Luke Evnin
|
|
|
|
Name:
|
Luke Evnin
|
|
|
|
Title:
|
Series A Member
|
|
|
|
|
MPM BIOVENTURES III GP,
L.P.
|
|
|
By:
|
MPM BioVentures III LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Luke Evnin
|
|
|
|
Name:
|
Luke Evnin
|
|
|
|
Title:
|
Series A Member
|
|
|
|
|
MPM ASSET MANAGEMENT LLC
|
|
|
By:
|
/s/ Luke Evnin
|
|
|
|
Name:
|
Luke Evnin
|
|
|
|
Title:
|
Member
|
|
|
|
|
|
/s/ Ansbert Gadicke
|
|
|
Ansbert Gadicke
|
|
|
|
|
|
/s/ Michael Steinmetz
|
|
|
Michael Steinmetz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kurt Wheeler
|
|
/s/ Nicholas Simon III
|
|
|
|
|
|
|
|
|
|
Kurt Wheeler
|
|
Nicholas Simon III
|
|
|
|
|
|
|
|
|
|
/s/ Dennis Henner
|
|
|
|
|
|
|
|
|
|
|
|
Dennis Henner
|
|
|
|
|
The original statement shall be signed by each person on whose behalf the statement is filed or
his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person), evidence
of the representative’s authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
EXHIBIT INDEX
A. Agreement and Plan of Merger by and among the Issuer, PawSox, Inc., Neuromed
Pharmaceuticals Inc., Neuromed Pharmaceuticals Ltd. and Stockholder Representative, dated as of
June 30, 2009 (incorporated by reference to Appendix A of the Issuer’s Joint Proxy
Statement/Prospectus (SEC File No. 333-161146), filed with the SEC on October 22, 2009).
B. Registration Rights Agreement among the Issuer and each of the persons listed on Schedules A and
B thereto, dated as of June 30, 2009 (incorporated by reference to Appendix D of the Issuer’s Joint
Proxy Statement/Prospectus (SEC File No. 333-161146), filed with the SEC on October 22, 2009).
C. Agreement regarding filing of joint Schedule 13D/A.
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