SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Senomyx, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
81724Q 10 7
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(CUSIP Number)
Jeffrey I. Martin
Rho Capital Partners, Inc.
152 West 57th Street, 23rd Floor
New York, New York 10019
212-784-8872
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 26, 2006
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 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 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. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Rho Capital Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
67,317 Shares
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
67,317 Shares
10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,317 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Joshua Ruch
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
7. SOLE VOTING POWER
57,799 Shares
8. SHARED VOTING POWER
749,247 Shares
9. SOLE DISPOSITIVE POWER
57,799 Shares
10. SHARED DISPOSITIVE POWER
749,247 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
807,046 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Habib Kairouz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7. SOLE VOTING POWER
608 Shares
8. SHARED VOTING POWER
67,317 Shares
9. SOLE DISPOSITIVE POWER
608 Shares
10. SHARED DISPOSITIVE POWER
67,317 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,925 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Mark Leschly
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Denmark
7. SOLE VOTING POWER
44,568 Shares (including 44,568 Shares issuable under options)
8. SHARED VOTING POWER
67,317 Shares
9. SOLE DISPOSITIVE POWER
44,568 Shares (including 44,568 Shares issuable under options)
10. SHARED DISPOSITIVE POWER
67,317 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,885 Shares (including 44,568 Shares issuable under options)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Rho Management Trust I
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
0 Shares
8. SHARED VOTING POWER
67,317 Shares
9. SOLE DISPOSITIVE POWER
0 Shares
10. SHARED DISPOSITIVE POWER
67,317 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,317 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Atlas Capital Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0 Shares
8. SHARED VOTING POWER
681,930 Shares
9. SOLE DISPOSITIVE POWER
0 Shares
10. SHARED DISPOSITIVE POWER
681,930 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
681,930 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Rho Management Partners L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0 Shares
8. SHARED VOTING POWER
681,930 Shares
9. SOLE DISPOSITIVE POWER
0 Shares
10. SHARED DISPOSITIVE POWER
681,930 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
681,930 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
This Amendment No. 3 to Schedule 13D amends a statement on Schedule 13D
originally dated June 25, 2004, as amended as of March 3, 2005 and July 5,
2005, with respect to shares ("Shares") of Common Stock, $0.001 par value per
share (the "Common Stock"), of Senomyx, Inc., a Delaware corporation
("Senomyx" or the "Issuer"). This Amendment No. 3 is filed by (i) Rho Capital
Partners, Inc., a New York corporation ("Rho"), (ii) Rho's controlling
shareholders, Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly, (iii) Rho
Management Partners L.P., a Delaware limited partnership, (iv) Atlas Capital
Corp. ("Atlas"), a New York corporation, the general partner of Rho Management
Partners L.P., and (v) an affiliated investment vehicle, Rho Management Trust
I, a New York grantor trust ("Trust I") (persons (i) through (v) collectively,
the "Reporting Persons" and individually, a "Reporting Person").
This Amendment No. 3 amends the cover pages for each Reporting Person and
Item 5 in the statement on Schedule 13D previously filed, as follows:
Item 5. Interest in Securities of the Issuer
(a)-(b) See cover page for each Reporting Person.
At the close of business on January 26, 2006, Trust I distributed to its
trust grantors, without payment or other consideration, an aggregate of
792,426 Shares of Senomyx Common Stock. Following such distribution, Trust I
is the record owner of 67,317 Shares of Senomyx Common Stock, constituting
0.3% of the 25,613,172 Shares of Senomyx Common Stock outstanding as of
September 30, 2005 (as reported in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission for the quarter ended such date). As
investment advisor to Trust I, Rho may be deemed for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, to share beneficial
ownership of the 67,317 Shares reported by Trust I hereby. As the
stockholders of Rho, Messrs. Ruch, Kairouz and Leschly may be deemed also to
share beneficial ownership of the 67,317 Shares reported by Trust I hereby.
Following the distribution on January 26, 2006, Rho Management Partners
L.P. ("RMP") is the record owner of 3,430 Shares, and exercises investment and
voting control through a managed account over an additional 678,500 Shares,
for an aggregate ownership of 681,930 Shares, or 2.7% of the Issuer's Shares
of Common Stock outstanding as of September 30, 2005. As general partner of
RMP, Atlas may be deemed to share beneficial ownership of all of such 681,930
Shares deemed beneficially owned by RMP. As sole stockholder of Atlas, Joshua
Ruch may be deemed also to share beneficial ownership of the 681,930 Shares
reported by RMP and Atlas hereby. Mr. Ruch separately holds 57,799 Shares of
Senomyx Common Stock, over which he exercises sole investment and voting
authority.
Mark Leschly holds an option to purchase 27,408 Shares of Senomyx Common
Stock at a per Share exercise price of $6.02, and an option to purchase 17,160
Shares at a per Share exercise price of $12.85. The options include an early-
exercise election, such that 44,568 Shares of Senomyx Common Stock may become
exercisable under such options within the next 60 days. Mr. Leschly has sole
investment and voting authority over any Shares issued pursuant to exercise of
such options. Mr. Kairouz holds 608 Shares over which he has sole investment
and voting authority.
Messrs. Ruch, Kairouz and Leschly may be deemed beneficially to own the
following percentage amounts of the 25,613,172 Shares of Senomyx Common Stock
outstanding as of September 30, 2005: Joshua Ruch - 3.2%; Habib Kairouz -
0.3%; and Mark Leschly - 0.4%. Other than the Shares of Senomyx Common Stock
in which they have a pecuniary interest, each of Rho, Atlas, and Messrs. Ruch,
Kairouz and Leschly disclaims beneficial ownership of the Shares reported in
this statement.
(c) Following the close of business on January 26, 2006, Trust I
distributed to its grantors, without payment or other consideration, an
aggregate of 792,426 Shares of Senomyx Common Stock. Of the 792,426 Shares so
distributed, an aggregate of 276,164 Shares were distributed to the Reporting
Persons or to accounts over which the Reporting Persons exercise investment or
voting control, as follows: Habib Kairouz - 123 Shares; Joshua Ruch - 23,493
Shares; RMP - 694 Shares; and an account managed by RMP - 251,854 Shares.
Other than the foregoing distribution of Shares, and related allocations
among distributees, there were no other transactions in the Shares by the
Reporting Persons within the past 60 days.
(d) No persons other than the Reporting Persons and their investment
clients have the right to participate in the receipt of dividends from, or the
proceeds from the sale of, the Shares covered hereby.
(e) The Reporting Persons ceased to be beneficial owners of more than
five percent of the Shares following the distribution of Shares by Trust I on
January 26, 2006.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 31, 2006.
RHO CAPITAL PARTNERS, INC.
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer for Joshua Ruch
By: /s/ Jeffrey I. Martin
------------------------------------
Jeffrey I. Martin, Authorized Signer for Habib Kairouz
By: /s/ Jeffrey I. Martin
------------------------------------
Jeffrey I. Martin, Authorized Signer for Mark Leschly
RHO MANAGEMENT TRUST I
By: /s/ Jeffrey I. Martin
------------------------------------
Jeffrey I. Martin, Authorized Signer
ATLAS CAPITAL CORP.
By: /s/ Jeffrey I. Martin
------------------------------------
Jeffrey I. Martin, Authorized Signer
RHO MANAGEMENT PARTNERS L.P.
By: /s/ Jeffrey I. Martin
------------------------------------
Jeffrey I. Martin, Authorized Signer