Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 10:45AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment No. 12)*
Molecular
Templates, Inc.
(Name of Issuer)
Common
Stock
(Title of Class
of Securities)
608550109
(CUSIP Number)
December
31, 2017
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page
shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 608550109
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1.
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Names of Reporting Persons
Sutter Hill Ventures, a California Limited Partnership
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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)
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o
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(b)
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x
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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
California, USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting
Power
358,232*
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6.
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Shared Voting
Power
-0-
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7.
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Sole Dispositive
Power
358,232*
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8.
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Shared Dispositive
Power
-0-
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
358,232
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.3%
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12.
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Type
of Reporting Person (See Instructions)
PN
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* See Appendix A.
CUSIP No. 608550109
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1.
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Names of Reporting Persons
Tench Coxe
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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)
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o
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(b)
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x
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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
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting
Power
80,444*
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6.
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Shared Voting
Power
358,232**
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7.
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Sole Dispositive
Power
80,444*
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8.
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Shared Dispositive
Power
358,232**
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
438,676
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.6%
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12.
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Type
of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 2.
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**
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Comprised of shares owned by Sutter
Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 608550109
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1.
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Names of Reporting Persons
James N. White
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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)
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o
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(b)
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x
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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
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting
Power
34,634*
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6.
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Shared Voting
Power
358,232**
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7.
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Sole Dispositive
Power
34,634*
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8.
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Shared Dispositive
Power
358,232**
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
392,866
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.5%
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12.
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Type
of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 3.
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**
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Comprised of shares owned by Sutter
Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 608550109
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1.
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Names of Reporting Persons
Jeffrey W. Bird
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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)
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o
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(b)
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x
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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
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting
Power
38,060*
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6.
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Shared Voting
Power
358,232**
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7.
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Sole Dispositive
Power
38,060*
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8.
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Shared Dispositive
Power
358,232**
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
396,292
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.5%
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12.
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Type
of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 4.
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**
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Comprised of shares owned by Sutter
Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 608550109
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1.
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Names of Reporting Persons
Michael L. Speiser
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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)
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o
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(b)
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x
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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
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting
Power
28,155*
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6.
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Shared Voting
Power
358,232**
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7.
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Sole Dispositive
Power
28,155*
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8.
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Shared Dispositive
Power
358,232**
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
386,387
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.4%
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12.
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Type
of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 5.
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**
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Comprised of shares owned by Sutter
Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 608550109
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1.
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Names of Reporting Persons
Stefan A. Dyckerhoff
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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)
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o
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(b)
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x
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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
German citizen (U.S. permanent resident)
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting
Power
3,231*
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6.
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Shared Voting
Power
358,232**
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7.
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Sole Dispositive
Power
3,231*
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8.
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Shared Dispositive
Power
358,232**
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
361,463
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.3%
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12.
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Type
of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 6.
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**
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Comprised of shares owned by Sutter
Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 608550109
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1.
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Names of Reporting Persons
Samuel J. Pullara III
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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)
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o
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(b)
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x
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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
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting
Power
3,613*
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6.
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Shared Voting
Power
358,232**
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7.
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Sole Dispositive
Power
3,613*
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8.
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Shared Dispositive
Power
358,232**
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
361,845
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.3%
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12.
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Type
of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 7.
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**
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Comprised of shares owned by Sutter
Hill Ventures, a California Limited Partnership. See Appendix A.
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Item 1.
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(a)
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Name of Issuer
Molecular Templates, Inc.
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(b)
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Address of Issuer’s
Principal Executive Offices
9301 Amberglen Blvd, Suite 100, Austin, TX 78729
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Item 2.
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(a)
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Name of Person Filing
See Appendix A; Appendix A is hereby incorporated by reference
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(b)
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Address of Principal Business
Office or, if none, Residence
See Appendix A
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(c)
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Citizenship
See Appendix A
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
608550109
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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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(a)
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o
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Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition
of an investment company under section 3I(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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N/A
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
See Appendix A, which is
hereby incorporated by reference and related pages 2 to 8
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(b)
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Percent of class:
See Appendix A, which is
hereby incorporated by reference and related pages 2 to 8
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(c)
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Number of shares as to which
the person has:
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(i)
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Sole power to vote or to
direct the vote
***
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(ii)
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Shared power to vote or
to direct the vote
***
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(iii)
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Sole power to dispose or
to direct the disposition of
***
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(iv)
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Shared power to dispose
or to direct the disposition of
***
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*** See Appendix A, which is hereby
incorporated by reference and related pages 2 to 8. Messrs. Coxe, White, Bird, Speiser, Dyckerhoff and Pullara are managing
directors and members of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership,
and as such, they share voting and dispositive power over the shares held by the partnership.
Item 5.
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Ownership of Five Percent or Less of a Class
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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
þ
.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person
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N/A
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Item 8.
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Identification and Classification of Members of the Group
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See Appendix A
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Item 9.
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Notice of Dissolution of Group
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N/A
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Item 10.
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Certification
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N/A
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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.
February 14, 2018
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SUTTER HILL
VENTURES, A CALIFORNIA LIMITED PARTNERSHIP
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Date
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Jeffrey W. Bird, Managing Director
of the General Partner
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Tench Coxe
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for James N. White
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Jeffrey W. Bird
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Michael L. Speiser
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Stefan A. Dyckerhoff
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Samuel J. Pullara III
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
APPENDIX A TO SCHEDULE 13G
– MOLECULAR TEMPLATES, INC.
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Aggregate Number of
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Shares Beneficially Owned
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% of
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Name of Reporting Person
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Individual
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Aggregate
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Total Shares
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Sutter Hill Ventures, a California Limited Partnership
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358,232
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1.3
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%
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Tench Coxe
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80,444
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Note 2
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0.3
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%
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438,676
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Note 1
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1.6
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%
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|
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James N. White
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34,634
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Note 3
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0.1
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%
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392,866
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Note 1
|
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1.5
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%
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Jeffrey W. Bird
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38,060
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Note 4
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0.1
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%
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396,292
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Note 1
|
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1.5
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%
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Michael L. Speiser
|
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28,155
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Note 5
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0.1
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%
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386,387
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Note 1
|
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1.4
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%
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Stefan A. Dyckerhoff
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3,231
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Note 6
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0.0
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%
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361,463
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Note 1
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1.3
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%
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Samuel J. Pullara III
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3,613
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Note 7
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0.0
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%
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361,845
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Note 1
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1.3
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%
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The address for all of the above
is: 755 Page Mill Road, Suite A-200, Palo Alto, CA 94304.
The partnership is organized in
California. The individuals are all U.S. citizens and residents with the exception of Mr. Dyckerhoff who is a German citizen
and U.S. permanent resident.
None of the above has been convicted
in any criminal proceedings nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal
or State securities laws.
All of the parties are individuals
or entities in the venture capital business.
Note 1: Includes individual shares
plus all shares held by Sutter Hill Ventures, a California Limited Partnership of which the reporting person is a managing director
and member of the management committee of the general partner.
Note 2: Comprised of 34,728 shares
held in The Coxe Revocable Trust of which the reporting person is a trustee, 16,619 shares held by a retirement trust for the
benefit of the reporting person and 29,097 shares held by Rooster Partners, L.P. of which the reporting person is a trustee of
a trust which is the general partner.
Note 3: Comprised of 34,264 shares
held in The White Revocable Trust of which the reporting person is a trustee and 370 shares held in a Roth IRA for the benefit
of the reporting person.
Note 4: Comprised of 34,342 shares
held in the Jeffrey W. and Christina R. Bird Trust of which the reporting person is a trustee, 83 shares held in a Roth IRA for
the benefit of the reporting person and 3,635 shares held directly.
Note 5: Comprised of 28,155 shares
held in the Speiser Trust of which the reporting person is a trustee.
Note 6: Comprised of 3,231 shares
held in the Dyckerhoff 2001 Revocable Trust of which the reporting person is a trustee.
Note 7: Comprised of 3,613 shares
held in The Pullara Revocable Trust of which the reporting person is a trustee.
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