Sirtris Pharmaceuticals, Inc. - Statement of Ownership (SC 13G)
February 11 2008 - 4:32PM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
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3235-0145
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Expires:
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December 31, 2005
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Estimated average burden
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hours per response
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11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
Sirtris Pharmaceuticals, Inc.
Common Stock, $.001 par value per share
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(Title of Class of Securities)
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82968A 10 5
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
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.
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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).
Page 1 of 13 Pages
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CUSIP No.
82968A 10 5
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13G
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Page
2
of
13
Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHP II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
¨
(b)
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
Delaware limited partnership
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0 shares
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6
SHARED VOTING POWER
2,073,469 shares
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7
SOLE DISPOSITIVE POWER
0 shares
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8
SHARED DISPOSITIVE POWER
2,073,469 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,469 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
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12
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TYPE OF REPORTING PERSON
*
PN
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Page 2 of 13 Pages
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CUSIP No.
82968A 10 5
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13G
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Page
3
of
13
Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHP II Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
¨
(b)
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
Delaware limited liability company
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0 shares
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6
SHARED VOTING POWER
2,073,469 shares
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7
SOLE DISPOSITIVE POWER
0 shares
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8
SHARED DISPOSITIVE POWER
2,073,469 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,469 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
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12
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TYPE OF REPORTING PERSON
*
OO
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Page 3 of 13 Pages
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CUSIP No.
82968A 10 5
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13G
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Page 4
of
13
Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John K. Clarke
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
¨
(b)
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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0 shares
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6
SHARED VOTING POWER
2,073,469 shares
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7
SOLE DISPOSITIVE POWER
0 shares
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8
SHARED DISPOSITIVE POWER
2,073,469 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,469 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
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12
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TYPE OF REPORTING PERSON
*
IN
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Page 4 of 13 Pages
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CUSIP No.
82968A 10 5
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13G
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Page 5
of
13
Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brandon H. Hull
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
¨
(b)
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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0 shares
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6
SHARED VOTING POWER
2,073,469 shares
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7
SOLE DISPOSITIVE POWER
0 shares
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8
SHARED DISPOSITIVE POWER
2,073,469 shares
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|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,469 shares
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|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
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12
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TYPE OF REPORTING PERSON
*
IN
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Page 5 of 13 Pages
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CUSIP No.
82968A 10 5
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13G
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Page
6
of
13
Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John J. Park
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
¨
(b)
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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0 shares
|
|
6
SHARED VOTING POWER
2,073,469 shares
|
|
7
SOLE DISPOSITIVE POWER
0 shares
|
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8
SHARED DISPOSITIVE POWER
2,073,469 shares
|
|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,469 shares
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|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
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12
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TYPE OF REPORTING PERSON
*
IN
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Page 6 of 13 Pages
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CUSIP No.
82968A 10 5
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13G
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Page
7
of
13
Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lisa M. Skeete Tatum
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
¨
(b)
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
United States
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0 shares
|
|
6
SHARED VOTING POWER
2,073,469 shares
|
|
7
SOLE DISPOSITIVE POWER
0 shares
|
|
8
SHARED DISPOSITIVE POWER
2,073,469 shares
|
|
|
|
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,469 shares
|
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
¨
|
11
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|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
|
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|
12
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TYPE OF REPORTING PERSON
*
IN
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Page 7 of 13 Pages
Schedule 13G
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Item 1
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(a).
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Name of Issuer
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Sirtris Pharmaceuticals, Inc.
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Item 1
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(b).
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Address of Issuers Principal Executive Offices
:
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200 Technology Square, Suite 300, Cambridge, Massachusetts 02139
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Item 2
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(a).
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Names of Persons Filing
:
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(1) CHP II, L.P. (the Fund); (2) CHP II Management LLC, general partner of the Fund (the General Partner); (3) John K. Clarke, managing member of the
General Partner; (4) Brandon H. Hull, managing member of the General Partner; (5) John J. Park, managing member of the General Partner; and (6) Lisa M. Skeete Tatum, managing member of the General Partner. The persons and entities named in this Item
2(a) are referred to individually as a Filing Person and collectively as the Filing Persons.
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Item 2
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(b).
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Address of Principal Business Office or, if None, Residence
:
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The address of each of the Filing Persons is c/o Cardinal Partners, 600 Alexander Park, Princeton, New Jersey 08540.
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Item 2
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(c).
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Citizenship
:
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The Fund is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of
Delaware. Each of Messrs. Clarke, Hull and Park and Ms. Tatum is a United States citizen.
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Item 2
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(d).
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Title of Class of Securities
:
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Common Stock, par value $0.001 per share (the Common Stock)
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Item 2
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(e).
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CUSIP Number
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82968A 10 5
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a
:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Not applicable.
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Page 8 of 13 Pages
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Item 4.
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Ownership
.
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(a)
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Amount Beneficially Owned:
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As of December 31, 2007, the Fund was the record holder of 2,073,469 shares of Common Stock (the Record
Shares).
By virtue of the affiliate relationship among the Fund and the General
Partner, the General Partner may be deemed to own beneficially all of the Record Shares. In their capacities as individual managing members of the General Partner, Messrs. Clarke, Hull and Park and Ms. Skeete Tatum may be deemed to own beneficially
all of the Record Shares.
Each of the Filing Persons expressly disclaims beneficial
ownership, except to the extent of its pecuniary interest therein, if any, of any shares of Common Stock of Sirtris Pharmaceuticals, Inc., except in the case of the Fund for the 2,073,469 shares which it holds.
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(b)
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Percent of Class:
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Each Filing Person: 7.2%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote:
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0 shares for each Filing Person.
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(ii)
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Shared power to vote or to direct the vote:
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2,073,469 shares for each Filing Person.
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(iii)
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Sole power to dispose or to direct the disposition of
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0 shares for each Filing Person.
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(iv)
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Shared power to dispose or to direct the disposition of
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2,073,469 shares for each Filing Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
.
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Not applicable.
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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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Not applicable.
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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
.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
.
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Not applicable. The Reporting Persons expressly disclaim membership in a group as defined in Rule 13d-1(b)(ii)(J).
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Item 9.
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Notice of Dissolution of Group
.
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Not applicable.
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Item 10.
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Certification
.
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Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
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Page 9 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly
pursuant to the Agreement listed on
Exhibit 1
hereto.
Dated: February 11, 2008
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CHP II, L.P.
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CHP II MANAGEMENT LLC
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By:
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CHP II Management LLC, its Sole General Partner
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By:
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/s/ John J. Park
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By:
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/s/ John J. Park
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John J. Park
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John J. Park
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Managing Member
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Managing Member
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/s/ John K. Clarke
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/s/ Brandon H. Hull
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John K. Clarke
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Brandon H. Hull
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/s/ John J. Park
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/s/ Lisa M. Skeete Tatum
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John J. Park
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Lisa M. Skeete Tatum
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Page 10 of 13 Pages
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Sirtris Pharmaceuticals, Inc.
EXECUTED as a sealed instrument this 11th day of February, 2008.
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CHP II, L.P.
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CHP II MANAGEMENT LLC
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By:
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CHP II Management LLC, its Sole General Partner
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By:
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/s/ John J. Park
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By:
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/s/ John J. Park
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John J. Park
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John J. Park
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Managing Member
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Managing Member
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/s/ John K. Clarke
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/s/ Brandon H. Hull
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John K. Clarke
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Brandon H. Hull
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/s/ John J. Park
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/s/ Lisa M. Skeete Tatum
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John J. Park
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Lisa M. Skeete Tatum
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Page 11 of 13 Pages
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints John J. Park, Andrew E. Taylor, Jr. and Matthew J. Andrus, and any one of them acting singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign
for such person and in such persons name, place and stead, in any and all capacities (until revoked in writing), any and all instruments, certificates and documents required to be executed on behalf of himself or herself as an individual or in
his or her capacity as a managing member or general partner of any partnership, as the case may be, pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by
the By-laws of the National Association of Securities Dealers, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or
she might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of February 11, 2008.
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Signature:
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/s/ John K. Clarke
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Name:
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John K. Clarke
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Signature:
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/s/ Brandon H. Hull
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Name:
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Brandon H. Hull
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Signature:
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/s/ Lisa M. Skeete Tatum
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Name:
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Lisa M. Skeete Tatum
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Exhibit 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John K. Clarke, Andrew E. Taylor, Jr. and Matthew J. Andrus, and any one of them acting singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign for
the undersigned and in the undersigneds name, place and stead, in any and all capacities (until revoked in writing), any and all instruments, certificates and documents required to be executed on behalf of himself as an individual or in his
capacity as a managing member or general partner of any partnership, as the case may be, pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws
of the National Association of Securities Dealers, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as the undersigned
might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of February 11, 2008.
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Signature:
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/s/ John J. Park
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Name:
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John J. Park
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