sc13d
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SEC 1746
(3-06)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Vaughn M. Kailian
MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 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 persons 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. I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM BioVentures IV Q-P, 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 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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3,448,426(2) |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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3,448,426(2) |
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WITH: |
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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3,448,426(2) |
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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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21.7%(3) |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) MPM BioVentures IV-QP, L.P. (BV IV QP), MPM BioVentures IV GmbH & Co. Beteiligungs KG (BV IV KG), MPM Asset Management Investors BV4 LLC (AM LLC), MPM BioVentures IV GP LLC (BV IV GP), MPM BioVentures IV LLC (BV IV LLC), MPM BioVentures III, L.P. (BV III), MPM BioVentures III-QP, L.P. (BV III QP), MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG)
, MPM BioVentures III Parallel Fund, L.P. (BV III PF), MPM Asset Management Investors 2004 BVIII LLC (AM BVIII LLC), MPM BioVentures Strategic Fund, L.P. (BV SF), MPM BioVentures III, GP, L.P. (BV III GP) and MPM BioVentures III, LLC (BV III LLC) (collectively, the MPM Entities) and Ansbert Gadicke, Luke Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski, Vaughn Kailian and John Vander Vort
(collectively, the Listed Persons and together with the MPM Entities, the Filing Persons). The Listed Persons are members of BV IV LLC and AM LLC and Luke Evnin and Ansbert Gadicke are Series A members of BV III LLC and managers of AM BV III LLC. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CHESS Depository Interests (CDIs), which are exercisable within 60 days of the date of this filing. CDIs are units of beneficial ownership in shares of Common Stock held by CHESS Depositary Nominees Pty Limited, a wholly-owned subsidiary of the Australian Stock Exchange. The CDIs are economically equivalent to
shares of Common Stock of the Issuer on a 1-for-20 basis. CDIs are convertible at the option of the holders thereof into shares of Common Stock of the Issuer on a 1-for-20 basis.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 2
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1. |
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NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM BioVentures IV 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 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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Germany
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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132,848(2) |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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132,848(2) |
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WITH: |
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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132,848(2) |
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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%(3) |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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) Includes 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options to purchase CDIs, which are exercisable within 60 days of the date of this filing.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common
Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 3
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1. |
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NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM Asset Management Investors BV4 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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98,054(2) |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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98,054(2) |
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WITH: |
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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98,054(2) |
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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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0.6%(3) |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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) Includes 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs, which are exercisable within 60 days of the date of this filing.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 4
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1. |
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NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM
BioVentures IV GP 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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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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3,581,274(2) |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH: |
10. |
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SHARED DISPOSITIVE POWER |
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3,581,274(2) |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,581,274(2) |
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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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22.5%(3) |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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) Includes 2,704,561 shares of Common Stock held by BV IV QP and 104,191 shares of Common Stock held by BV IV KG. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing and (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options to purchase CDIs
held by BV IV KG, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 5
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1. |
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NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM BioVentures IV 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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0 |
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SHARES |
8. |
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY |
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3,679,328(2) |
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EACH
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9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH: |
10. |
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SHARED DISPOSITIVE POWER |
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3,679,328(2) |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,679,328(2) |
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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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23.1%(3) |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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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) Includes 2,704,561
shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options
to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect
general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC.
(3) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 6
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1. |
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NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
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 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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25,510 |
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SHARES |
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 |
REPORTING |
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PERSON |
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25,510 |
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WITH: |
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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25,510 |
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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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0.2%(2) |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 7
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1. |
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NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
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 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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379,381 |
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SHARES |
8. |
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SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY |
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0 |
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EACH
|
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
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379,381 |
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WITH: |
10. |
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SHARED DISPOSITIVE POWER |
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0 |
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11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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379,381 |
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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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2.5%(2) |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 8
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM BioVentures III GmbH & Co. Beteiligungs KG |
|
|
|
|
|
|
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 ITEMS 2(D) OR 2(E) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Germany
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF
|
|
32,061 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH
|
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
32,061 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
32,061 |
|
|
|
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)
|
|
|
|
0.2% (2) |
|
|
|
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 Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 9
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM BioVentures III Parallel Fund, L.P.
|
|
|
|
|
|
|
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 ITEMS 2(D) OR 2(E) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF
|
|
11,456 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH
|
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
11,456 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
11,456 |
|
|
|
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)
|
|
|
|
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) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 10
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM Asset Management Investors 2004 BVIII 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 ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
9,017 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
9,017 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
9,017 |
|
|
|
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 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 11
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM BioVentures Strategic Fund, L.P. |
|
|
|
|
|
|
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 ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
62,375 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
62,375 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
62,375 |
|
|
|
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) |
|
|
|
0.4%(2) |
|
|
|
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) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 12
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
MPM BioVentures III GP, L.P. |
|
|
|
|
|
|
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 ITEMS 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 |
|
510,783(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
510,783(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
510,783(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) |
|
|
|
3.4%(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) Includes 25,510 shares of Common Stock held by BV III, 379,381 shares of Common Stock held by BV III QP, 32,061 shares of Common Stock held by BV III KG, 11,456 shares of Common Stock held by BV III PF, and 62,375 shares of Common Stock held by BV SF. BV III GP and BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III KG, BV III PF and BV SF.
(3) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 13
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
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 ITEMS 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 |
|
510,783(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
510,783(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
510,783(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) |
|
|
|
3.4%(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) Includes 25,510 shares of Common Stock held by BV III, 379,381 shares of Common Stock held by BV III QP, 32,061 shares of Common Stock held by BV III KG, 11,456 shares of Common Stock held by BV III PF and 62,375 shares of Common Stock held by BV SF. BV III GP and BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III KG, BV III PF and BV SF.
(3) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 14
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
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 ITEMS 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 |
|
4,199,128(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
4,199,128(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
4,199,128(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) |
|
|
|
26.4%(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) Includes 2,704,561 shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Commo
n Stock underlying options to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV
LLC. Also includes 25,510 shares of Common Stock held by BV III, 379,381 shares of Common Stock held by BV III QP, 32,061 shares of Common Stock held by BV III KG, 11,456 shares of Common Stock held by BV III PF, 62,375 shares of Common Stock held by BV SF and 9,017 shares of Common Stock held by AM BVIII LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III KG, BV III PF and BV SF. The Reporting Person is a Series A member of BV III LLC and a manager of AM
BV III LLC.
(3) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 15
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
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 ITEMS 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 |
|
4,199,128(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
4,199,128(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
4,199,128(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) |
|
|
|
26.4%(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 Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,704,561 shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants
and 14,724 shares of Common Stock underlying options to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV
LLC. Also includes 25,510 shares of Common Stock held by BV III, 379,381 shares of Common Stock held by BV III QP, 32,061 shares of Common Stock held by BV III KG, 11,456 shares of Common Stock held by BV III PF, 62,375 shares of Common Stock held by BV SF and 9,017 shares of Common Stock held by AM BVIII LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III KG, BV III PF and BV SF. The Reporting Person is a Series A member of BV III LLC and a manager of AM
BV III LLC.
(3) This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 16
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Steven St. Peter |
|
|
|
|
|
|
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 ITEMS 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 |
|
3,679,328(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,679,328(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
3,679,328(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) |
|
|
|
23.1%(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) Includes 2,704,561 shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common
Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 17
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
William Greene |
|
|
|
|
|
|
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 ITEMS 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 |
|
3,679,328(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,679,328(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
3,679,328(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) |
|
|
|
23.1%(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) Includes 2,704,561 shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common
Stock outstanding as of December 9, 2008, as adjusted pursuant to
Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 18
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
James Paul Scopa |
|
|
|
|
|
|
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 ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
20,000(2) |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
3,679,328(3) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
20,000(2) |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,679,328(3) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
3,699,328(2)(3) |
|
|
|
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) |
|
|
|
23.2%(4) |
|
|
|
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) Represents shares of Common Stock underlying options which are exercisable within 60 days of the date of this filing.
(3) Includes 2,704,561 shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(4) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common
Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 19
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Ashley Dombkowski |
|
|
|
|
|
|
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 ITEMS 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 |
|
3,679,328(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,679,328(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
3,679,328(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) |
|
|
|
23.1%(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) Includes 2,704,561 shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common
Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 20
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES
ONLY)
Vaughn M. Kailian |
|
|
|
|
|
|
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 ITEMS 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 |
|
3,679,328(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,679,328(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
3,679,328(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) |
|
|
|
23.1%(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) Includes 2,704,561 shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common
Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 21
|
|
|
|
|
|
1. |
|
NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
John Vander Vort |
|
|
|
|
|
|
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 ITEMS 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 |
|
3,679,328(2) |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH: |
10. |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,679,328(2) |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
3,679,328(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) |
|
|
|
23.1%(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) Includes 2,704,561 shares of Common Stock held by BV IV QP, 104,191 shares of Common Stock held by BV IV KG and 76,902 shares of Common Stock held by AM LLC. Also includes (i) 361,668 shares of Common Stock underlying warrants and 382,197 shares of Common Stock underlying options to purchase CDIs held by BV IV QP, which are exercisable within 60 days of the date of this filing, (ii) 13,933 shares of Common Stock underlying warrants and 14,724 shares of Common Stock underlying options to purchase CDIs held by BV IV KG, which are exercisable within 60 days of the date of this filing and (iii) 10,284 shares of Common Stock underlying warrants and 10,868 shares of Common Stock underlying options to purchase CDIs held by AM LLC, which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is
calculated based upon 15,141,121 shares of the Issuers Common
Stock outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuers final prospectus dated January 20, 2009, filed with the Securities and Exchange Commission on January 20, 2009.
Page 22
Item 1. Security and Issuer.
This Schedule 13D (this Schedule 13D) relates to the common stock, par value $0.001 per
share (the Common Stock), of Peplin, Inc. (the Issuer). The Issuers principal executive
office is located at 6475 Christie Avenue, Emeryville, CA 94608.
Item 2. Identity and Background
(a) The entities and persons filing this statement are MPM BioVentures IV-QP, L.P. (BV IV
QP), MPM BioVentures IV GmbH & Co. Beteiligungs KG (BV IV KG), MPM Asset Management Investors
BV4 LLC (AM LLC), MPM BioVentures IV GP LLC (BV IV GP), MPM BioVentures IV LLC (BV IV
LLC), MPM BioVentures III, L.P. (BV III), MPM BioVentures III-QP, L.P. (BV III QP), MPM
BioVentures III GmbH & Co. Beteiligungs KG (BV III KG), MPM BioVentures III Parallel Fund,
L.P. (BV III PF), MPM Asset Management Investors 2004 BVIII LLC (AM BVIII LLC), MPM
BioVentures Strategic Fund, L.P. (BV SF), MPM BioVentures III, GP, L.P. (BV III GP) and MPM
BioVentures III, LLC (BV III LLC) (collectively, the MPM Entities) and Ansbert Gadicke, Luke
Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski, Vaughn Kailian and
John Vander Vort (collectively, the Listed Persons and together with the MPM Entities, the
Filing Persons).
(b) The address of the principal place of business for each of the MPM Entities and Ansbert
Gadicke, Luke Evnin, Steven St. Peter, Vaughn Kailian and John Vander Vort is The John Hancock
Tower, 200 Clarendon Street, 54th Floor, Boston, MA 02116 and the address of the
principal place of business for William Greene, James Paul Scopa and Ashley Dombkowski is 601
Gateway Blvd., Suite 350, S. San Francisco, CA 94080.
(c) The principal business of each of the Filing Persons is the venture capital investment
business.
(d) During the last five years, none of the Filing Persons has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filing Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Each of the Listed Persons is a United States citizen and each of the MPM Entities is
a Delaware limited partnership or limited liability company, except BV IV KG and BV III KG,
which were organized in Germany.
In accordance with the provisions of General Instruction C to Schedule 13D, information
concerning the managers and each other person controlling the general partners of the MPM
Entities required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated
by reference herein.
Item 3. Source and Amount of Funds or Other Consideration
Each of the MPM Entities acquired shares of the Issuers Common Stock, warrants to purchase
Common Stock and options to purchase CDIs (as defined below) prior to the effectiveness of the
Issuers registration of its Common Stock under Section 12 of the Securities Exchange Act of
1934, as amended (the Exchange Act). Prior to such registration, which became effective on
October 30, 2008 (the Registration
Page 23
Date), the Filing Persons collectively beneficially owned an aggregate of 4,198,820 shares of
the Issuers Common Stock.
Subsequent to the Registration Date, BV IV QP, BV IV KG and AM LLC (collectively, the MPM
IV Funds) acquired an aggregate of 20,308 shares of the Issuers Common Stock in brokers
transactions pursuant to the purchase of CHESS Depository Interests (CDIs). CDIs are units of
beneficial ownership in shares of Common Stock held by CHESS Depositary Nominees Pty Limited, a
wholly-owned subsidiary of the Australian Stock Exchange. The CDIs are economically equivalent
to shares of Common Stock of the Issuer on a 1-for-20 basis. The shares were purchased as
follows: 6,911 of these shares were purchased at a price of $7.03 per share on January 13, 2009,
for an aggregate purchase price of $48,585; 1,598 of these shares were purchased at a price of
$7.80 per share on January 15, 2009, for an aggregate purchase price of $12,465; 7,340 of these
shares were purchased at a price of $8.20 per share on January 16, 2009, for an aggregate
purchase price of $60,188; 899 of these shares were purchased at a price of $8.20 per share on
January 19, 2009, for an aggregate purchase price of $7,372; 45 of these shares were purchased
at a price of $8.40 per share on January 20, 2009, for an aggregate purchase price of $378; 932
of these shares were purchased at a price of $8.00 per share on January 21, 2009, for an
aggregate purchase price of $7,456; 1,249 of these shares were purchased at a price of $8.20 per
share on January 22, 2009, for an aggregate purchase price of $10,242; and 1,334 of these shares
were purchased at a price of $8.00 per share on January 22, 2009, for an aggregate purchase
price of $10,672. All of these purchases were made with the capital of the MPM IV Funds that
consist of amounts invested in the MPM IV Funds by their respective investors.
Item 4. Purpose of Transaction
The MPM IV Funds purchased the CDIs for investment purposes with the aim of increasing the
value of their investments.
Subject to applicable legal requirements, one or more of the Filing Persons may purchase
additional securities of the Issuer from time to time in open market or private transactions,
depending on their evaluation of the Issuers business, prospects and financial condition, the
market for the Issuers securities, other developments concerning the Issuer, the reaction of
the Issuer to the Filing Persons ownership of the Issuers securities, other opportunities
available to the Filing Persons, and general economic, money market and stock market conditions.
In addition, depending upon the factors referred to above, the Filing Persons may dispose of all
or a portion of their securities of the Issuer at any time. Each of the Filing Persons reserves
the right to increase or decrease its holdings on such terms and at such times as each may
decide.
Other than as described above in this Item 4, none of the Filing Persons have any plan or
proposal relating to or that would result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; (d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or terms of directors or to fill
any existing vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuers business or
corporate structure; (g) any changes in the Issuers charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of control of the Issuer
by any person; (h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (j) any action similar to those enumerated above.
Page 24
Item 5. Interest in Securities of the Issuer
(a) (b) The following information with respect to the ownership of the Common Stock of
the Issuer by the Filing Persons is provided as of January 22, 2009:
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Shares |
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Issuable |
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Exercise of |
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Shares |
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Shares |
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Warrants |
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Issuable |
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Issuable |
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to |
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Upon |
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Upon |
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Purchase |
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Exercise of |
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Exercise of |
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Common |
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Options to |
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Options |
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Stock |
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Purchase |
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Sole |
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Shared |
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Sole |
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Shared |
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Reporting |
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Shares Held |
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Held |
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Held |
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CDIs Held |
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Voting |
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Voting |
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Dispositive |
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Dispositive |
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Beneficial |
|
Percentage |
Person |
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Directly |
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Directly |
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Directly |
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Directly |
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Power |
|
Power |
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Power |
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Power |
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Ownership |
|
of Class (1) |
BV IV QP |
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|
2,704,561 |
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0 |
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361,668 |
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|
382,197 |
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|
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3,448,426 |
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|
|
0 |
|
|
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3,448,426 |
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0 |
|
|
|
3,448,426 |
|
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21.7 |
% |
BV IV KG |
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|
104,191 |
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|
|
0 |
|
|
|
13,933 |
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14,724 |
|
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|
132,848 |
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|
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0 |
|
|
|
132,848 |
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0 |
|
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132,848 |
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0.9 |
% |
AM LLC |
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76,902 |
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0 |
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10,284 |
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10,868 |
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98,054 |
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0 |
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98,054 |
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0 |
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98,054 |
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0.6 |
% |
BV IV GP(2) |
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0 |
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0 |
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0 |
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0 |
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0 |
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|
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3,581,274 |
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|
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0 |
|
|
|
3,581,274 |
|
|
|
3,581,274 |
|
|
|
22.5 |
% |
BV IV LLC(3) |
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0 |
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0 |
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|
|
0 |
|
|
|
0 |
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|
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0 |
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3,679,328 |
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0 |
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3,679,328 |
|
|
|
3,679,328 |
|
|
|
23.1 |
% |
BV III |
|
|
25,510 |
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0 |
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0 |
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|
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0 |
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25,510 |
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0 |
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25,510 |
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|
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0 |
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25,510 |
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0.2 |
% |
BV III QP |
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379,381 |
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0 |
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0 |
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0 |
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379,381 |
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0 |
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379,381 |
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0 |
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379,381 |
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2.5 |
% |
BV III KG |
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32,061 |
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0 |
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0 |
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0 |
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32,061 |
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0 |
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32,061 |
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0 |
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32,061 |
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0.2 |
% |
BV III PF |
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11,456 |
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0 |
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0 |
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0 |
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11,456 |
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0 |
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11,456 |
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0 |
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11,456 |
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|
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0.1 |
% |
AM BVIII LLC |
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|
9,017 |
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0 |
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0 |
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0 |
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9,017 |
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0 |
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9,017 |
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0 |
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9,017 |
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0.1 |
% |
BV SF |
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62,375 |
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0 |
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0 |
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0 |
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62,375 |
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0 |
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62,375 |
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0 |
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62,375 |
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0.4 |
% |
BV III GP(4) |
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0 |
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0 |
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0 |
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0 |
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0 |
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510,783 |
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0 |
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510,783 |
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510,783 |
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3.4 |
% |
BV III LLC(4) |
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0 |
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0 |
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0 |
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0 |
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0 |
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510,783 |
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0 |
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510,783 |
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510,783 |
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3.4 |
% |
Ansbert Gadicke(5) |
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0 |
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0 |
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0 |
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0 |
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0 |
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4,199,128 |
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0 |
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4,199,128 |
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4,199,128 |
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|
26.4 |
% |
Luke Evnin(5) |
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0 |
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0 |
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0 |
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0 |
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0 |
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|
4,199,128 |
|
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|
0 |
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|
|
4,199,128 |
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|
|
4,199,128 |
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|
|
26.4 |
% |
Steven St. Peter(6) |
|
|
0 |
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|
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0 |
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|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
3,679,328 |
|
|
|
23.1 |
% |
William Greene(6) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
3,679,328 |
|
|
|
23.1 |
% |
James Paul Scopa(6)(7) |
|
|
0 |
|
|
|
20,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
20,000 |
|
|
|
3,679,328 |
|
|
|
20,000 |
|
|
|
3,679,328 |
|
|
|
3,699,328 |
|
|
|
23.2 |
% |
Ashley Dombkowski(6) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
3,679,328 |
|
|
|
23.1 |
% |
Vaughn Kailian(6) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
3,679,328 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
3,679,328 |
|
|
|
23.1 |
% |
John Vander Vort(6) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
0 |
|
|
|
3,679,328 |
|
|
|
3,679,328 |
|
|
|
23.1 |
% |
|
|
|
(1) |
|
This percentage is calculated based upon 15,141,121 shares of the Issuers Common Stock
outstanding as of December 9, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under
the Securities Exchange Act, as set forth in the Issuers final prospectus dated January 20,
2009, filed with the Securities and Exchange Commission on January 20, 2009. |
|
(2) |
|
Includes securities held by BV IV QP and BV IV KG. BV IV GP and BV IV LLC are the direct
and indirect general partners of BV IV QP and BV IV KG. |
|
(3) |
|
Includes securities held by BV IV QP, BV IV KG and AM LLC. BV IV GP and BV IV LLC are the
direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of
AM LLC. |
Page 25
|
|
|
(4) |
|
Includes securities held by BV III, BV III QP, BV III PF, BV IV KG and BV SF. BV III GP and
BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III PF, BV
III KG and BV SF. |
|
(5) |
|
Includes securities held by BV IV QP, BV IV KG, AM LLC, BV III, BV III QP, BV III PF, BV III
KG and BV SF. The Reporting Person is a Series A member of BV III LLC and a manager of AM BV
III LLC. |
|
(6) |
|
Includes securities held by BV IV QP, BV IV KG and AM LLC. The Reporting Person is a member
of BV IV LLC. |
|
(7) |
|
Includes 20,000 shares of Common Stock issuable upon the exercise of options within 60 days
of the filing date. |
(c) During the past 60 days, the MPM Entities purchased the following shares of Common Stock
in brokers transactions:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
Date of |
|
Equivalent of |
|
Equivalent |
MPM Entity |
|
Transaction |
|
CDIs Purchased |
|
Price Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
BV IV QP |
|
January 13, 2009 |
|
|
6,478 |
|
|
$ |
7.03 |
|
BV IV KG |
|
January 13, 2009 |
|
|
249 |
|
|
$ |
7.03 |
|
AM LLC |
|
January 13, 2009 |
|
|
184 |
|
|
$ |
7.03 |
|
BV IV QP |
|
January 15, 2009 |
|
|
1,499 |
|
|
$ |
7.80 |
|
BV IV KG |
|
January 15, 2009 |
|
|
57 |
|
|
$ |
7.80 |
|
AM LLC |
|
January 15, 2009 |
|
|
42 |
|
|
$ |
7.80 |
|
BV IV QP |
|
January 16, 2009 |
|
|
6,880 |
|
|
$ |
8.20 |
|
BV IV KG |
|
January 16, 2009 |
|
|
265 |
|
|
$ |
8.20 |
|
AM LLC |
|
January 16, 2009 |
|
|
195 |
|
|
$ |
8.20 |
|
BV IV QP |
|
January 19, 2009 |
|
|
843 |
|
|
$ |
8.20 |
|
BV IV KG |
|
January 19, 2009 |
|
|
32 |
|
|
$ |
8.20 |
|
AM LLC |
|
January 19, 2009 |
|
|
24 |
|
|
$ |
8.20 |
|
BV IV QP |
|
January 20, 2009 |
|
|
43 |
|
|
$ |
8.40 |
|
BV IV KG |
|
January 20, 2009 |
|
|
1 |
|
|
$ |
8.40 |
|
AM LLC |
|
January 20, 2009 |
|
|
1 |
|
|
$ |
8.40 |
|
BV IV QP |
|
January 21, 2009 |
|
|
875 |
|
|
$ |
8.00 |
|
BV IV KG |
|
January 21, 2009 |
|
|
33 |
|
|
$ |
8.00 |
|
AM LLC |
|
January 21, 2009 |
|
|
24 |
|
|
$ |
8.00 |
|
BV IV QP |
|
January 22, 2009 |
|
|
1,171 |
|
|
$ |
8.20 |
|
BV IV KG |
|
January 22, 2009 |
|
|
45 |
|
|
$ |
8.20 |
|
AM LLC |
|
January 22, 2009 |
|
|
33 |
|
|
$ |
8.20 |
|
BV IV QP |
|
January 22, 2009 |
|
|
1,251 |
|
|
$ |
8.00 |
|
BV IV KG |
|
January 22, 2009 |
|
|
48 |
|
|
$ |
8.00 |
|
AM LLC |
|
January 22, 2009 |
|
|
35 |
|
|
$ |
8.00 |
|
Each Filing Person disclaims membership in a group. Each Filing Person also disclaims
beneficial ownership of any shares of the Issuer, except for the shares set forth in the table
above next to the respective Filing Persons name in subsection (b) of this Item 5.
|
(d) |
Inapplicable. |
|
|
(e) |
Inapplicable. |
Page 26
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
Board Representation
Pursuant to a purchase agreement for shares and options entered into in May 2006, by and
among Peplin Limited and BV IV QP, MPM BioVentures IV, L.P. (BV IV LP) and AM LLC (BV IV QP,
BV IV LP and AM LLC collectively, MPM), Peplin Limited undertook to procure that a resolution
be put to stockholders to appoint James Paul Scopa as a director and also to appoint a person
nominated by MPM as a director. Mr. Scopa and Dr. Eugene Bauer, MPMs nominee, were elected as
directors by stockholders in June 2006. On October 16, 2007, the Issuer acquired all the
outstanding shares of Peplin Limited pursuant to a Scheme of Arrangement and Peplin Limited
became a wholly-owned subsidiary of the Issuer and the directors of Peplin Limited, including
Mr. Scopa and Dr. Bauer, succeeded to the board of directors of the Issuer. The Issuer has no
further contractual obligations to nominate either Mr. Scopa or an MPM designee to its board of
directors. James Paul Scopa is a member of the Board of Directors of the Issuer, whose term
will expire at the Issuers annual meeting of stockholders to be held in 2011. Mr. Scopa is also
a member of BV IV LLC and AM LLC. BV IV LLC is the indirect general partner of BV IV QP and BV
IV KG. Dr. Bauer has no formal business relationship with the Filing Persons nor does Dr. Bauer
have any voting or dispositive authority with respect to the securities held by the Filing
Persons.
Plan of Merger and Reorganization
Pursuant to an Agreement and Plan of Reorganization dated as of June 9, 2008, by and among
the Issuer, West Acquisitions Corp., Neosil, Inc. and Nicholas J. Simon, III (the Merger
Agreement), the Issuer issued BV III, BV III QP, BV III PF, BV IIIV KG and BV SF (collectively,
the MPM III Funds) an aggregate of 519,800 shares of Common Stock (the Merger Securities) in
connection with the Issuers acquisition of Neosil, Inc., a privately held company in which the
MPM III Funds were stockholders. The Merger Agreement requires the Issuer, at its expense, to
prepare and file a registration statement on Form S-1 for the registration of the Merger
Securities prior to December 31, 2008 and to keep the registration statement continuously
effective until the earlier of: (A) such time that all of the Registrable Securities have been
sold pursuant to the Registration Statement and (B) such time as all the Registrable Securities
held by non-affiliates of the Issuer may be resold to the public in accordance with Rule 144
under the Securities Act of 1933, as amended (the Securities Act) where no conditions of Rule
144 are then applicable (other than the holding period requirement of paragraph (d) of Rule
144). The Issuer filed a registration statement on Form S-1 related to the Merger Securities on
December 30, 2008 and the registration statement was declared effective by the Securities and
Exchange Commission (SEC) on January 20, 2009.
Stock Subscription and Registration Rights Agreement
On August 18, 2008, the Issuer entered into a Stock Subscription and Registration Rights
Agreement with the MPM IV Funds and other holders of the Issuers Common Stock and warrants to
purchase Common Stock (the Subscription Agreement), whereby the MPM IV Funds acquired an
aggregate of 1,157,655 shares of Common Stock (the August Shares) and warrants to acquire
385,885 shares of Common Stock (the August Warrants). The Subscription Agreement required the
Issuer, at its expense, to register for resale the August Shares as well as the shares of Common
Stock underlying the August Warrants (collectively, the August Registrable Securities) and to
use commercially reasonable efforts to prepare and file a registration statement on Form S-1 for
the registration of the Registrable Securities prior to November 30, 2008. The Subscription
Agreement also requires the Issuer to use commercially reasonable efforts to have such
registration statement declared effective prior to March 30, 2009, and to keep the registration
statement continuously effective until the earlier of: (A) such time that all of the
Registrable Securities have been sold pursuant to the Registration Statement and (B) such time
as all the Registrable Securities held by non-affiliates of the Issuer may be resold to the
public in accordance with Rule 144 under the Securities Act where no conditions of Rule 144 are
then applicable (other than the holding period requirement of paragraph (d) of Rule 144). The
Issuer
Page 27
filed a registration statement on Form S-1 related to the Registrable Securities on
December 1, 2008 and the registration statement was declared effective by the SEC on December
12, 2008.
Registration Rights Agreement
On October 23, 2008, the Issuer entered into a Registration Rights Agreement with the MPM
IV Funds and other holders of the Issuers Common Stock and warrants to purchase Common Stock
(the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the
Issuer provided certain demand and piggyback registration rights with regard to the August
Registrable Securities, as well as (i) any additional shares of Common Stock the MPM IV Funds
held prior to the closing of the Subscription Agreement, and (ii) any shares of Common Stock
that the MPM IV Funds may acquire from the Issuer in transactions exempt from registration under
the Securities Act in the future (collectively, the October Registrable Securities).
Pursuant to the Registration Rights Agreement, at any time after the Issuer is eligible to
use Form S-3, subject to certain limited exceptions, the Issuer will be obligated to register
the October Registrable Securities for resale on Form S-3 upon the written demand of holders of
October Registrable Securities, provided that such registration provides for an anticipated
offering aggregate price, net of selling expenses, of at least $5,000,000. The MPM IV Funds may
not exercise such demand rights if the Issuer has filed two Form S-3 registration statements
pursuant to this agreement in the prior twelve month period. In addition, the Registration
Rights Agreement also includes certain piggyback registration rights which entitle the MPM IV
Funds to include the October Registrable Securities on any registration statement filed by the
Issuer under the Securities Act, subject to certain limited exceptions. The registration rights
granted pursuant to the Registration Rights Agreement terminate five years after the completion
of the Issuers first public offering and sale of primary shares of Common Stock for cash
pursuant to an effective registration statement under the Securities Act.
Indemnification Provisions
In the case of each of the Merger Agreement, the Subscription Agreement and the
Registration Rights Agreement, the Issuer and each selling stockholder other party to such
agreement, including the applicable MPM Entities party to such agreement, have agreed to
indemnify the other with respect to certain liabilities that may be incurred under the
Securities Act.
Other than as described in this Schedule 13D, to the best of the Filing Persons knowledge,
there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with respect to any
securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
A. |
|
Plan of Merger and Reorganization between Peplin, Inc., West Acquisitions Corp. and
Neosil, Inc., dated June 9, 2008 (incorporated by reference to Exhibit 10.28 to the
Registration Statement on Form 10 (File No. 0-53410) filed on September 12, 2008). |
B. |
|
Stock Subscription and Registration Rights Agreement, dated August 18, 2008, by and among
Peplin, Inc. and the investors named therein (incorporated by reference to Exhibit 10.29 to
the Registration Statement on Form 10 (File No. 0-53410) filed on September 12, 2008). |
C. |
|
Registration Rights Agreement, dated October 23, 2008 (incorporated by reference to
Exhibit 4.4 to the Registration Statement on Form 10/A (File No. 0-53410) filed on October
27, 2008). |
D. |
|
Agreement regarding filing of joint Schedule 13D. |
Page 28
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: January 23, 2009
|
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MPM BioVentures IV GP LLC
By: MPM BioVentures IV LLC,
its Managing Member
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By: |
/s/ Vaughn M. Kailian
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|
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Name: |
Vaughn M. Kailian |
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Title: |
Member
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|
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MPM BioVentures IV LLC
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By: |
/s/ Vaughn M. Kailian
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|
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Name: |
Vaughn M. Kailian |
|
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Title: |
Member |
|
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MPM BioVentures IV-QP, L.P.
By: MPM BioVentures IV GP LLC, its General Partner
By: MPM BioVentures IV LLC, its Managing Member
|
|
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By: |
/s/ Vaughn M. Kailian
|
|
|
|
Name: |
Vaughn M. Kailian |
|
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Title: |
Member |
|
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MPM BioVentures IV GmbH & Co. Beteiligungs KG
By: MPM BioVentures IV GP LLC, in its capacity as
the Managing Limited Partner
By: MPM BioVentures IV LLC, its Managing Member
|
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By: |
/s/ Vaughn M. Kailian
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|
|
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Name: |
Vaughn M. Kailian |
|
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Title: |
Member |
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MPM Asset Management Investors BV4 LLC
By: MPM BioVentures IV LLC
Its: Manager
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By: |
/s/ Vaughn M. Kailian
|
|
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Name: |
Vaughn M. Kailian |
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Title: |
Member |
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Page 29
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MPM BioVentures III, L.P.
By: MPM BioVentures III GP, L.P., its General Partner
By: MPM BioVentures III LLC, its General Partner
|
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By: |
/s/ Luke Evnin
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Name: |
Luke Evnin |
|
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Title: |
Series A Member |
|
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|
MPM BioVentures III-QP, L.P.
By: MPM BioVentures III GP, L.P., its General Partner
By: MPM BioVentures III LLC, its General Partner
|
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By: |
/s/ Luke Evnin
|
|
|
|
Name: |
Luke Evnin |
|
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Title: |
Series A Member |
|
|
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|
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
|
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By: |
/s/ Luke Evnin
|
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Name: |
Luke Evnin |
|
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Title: |
Series A Member |
|
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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
|
|
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By: |
/s/ Luke Evnin
|
|
|
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Name: |
Luke Evnin |
|
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Title: |
Series A Member |
|
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MPM Asset Management Investors 2004 BVIII LLC
|
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By: |
/s/ Luke Evnin
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Name: |
Luke Evnin |
|
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Title: |
Manager |
|
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|
MPM BioVentures Strategic Fund, L.P.
By: MPM BioVentures III GP, L.P., its General Partner
By: MPM BioVentures III LLC, its General Partner
|
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By: |
/s/ Luke Evnin
|
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Name: |
Luke Evnin |
|
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Title: |
Series A Member |
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Page 30
|
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MPM BioVentures III GP, L.P.
By: MPM BioVentures III LLC, its General Partner
|
|
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By: |
/s/ Luke Evnin
|
|
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|
Name: |
Luke Evnin |
|
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Title: |
Series A Member |
|
|
|
|
MPM BioVentures III, LLC
|
|
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By: |
/s/ Luke Evnin
|
|
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Name: |
Luke Evnin |
|
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Title: |
Series A Member |
|
|
|
|
|
|
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By: |
/s/ Ansbert Gadicke
|
|
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Name: |
Ansbert Gadicke |
|
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By: |
/s/ Luke Evnin
|
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Name: |
Luke Evnin |
|
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|
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By: |
/s/ Steven St. Peter
|
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Name: |
Steven St. Peter |
|
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By: |
/s/ William Greene
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|
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Name: |
William Greene |
|
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By: |
/s/ James Paul Scopa
|
|
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Name: |
James Paul Scopa |
|
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|
|
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By: |
/s/ Ashley Dombkowski
|
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Name: |
Ashley Dombkowski |
|
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|
|
|
|
|
|
|
|
By: |
/s/ Vaughn M. Kailian
|
|
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|
Name: |
Vaughn M. Kailian |
|
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|
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|
|
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|
|
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By: |
/s/ John Vander Vort
|
|
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Name: |
John Vander Vort |
|
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Page 31
Schedule I
General Partners/Members
Ansbert Gadicke
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM
BioVentures IV-QP, L.P., member of the managing member of the managing limited partner of
MPM BioVentures IV GmbH & Co. Beteiligungs KG and member of the manager of MPM Asset
Management Investors BV4 LLC. Series A Member of the general partner of the general partner
of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel
Fund, L.P. and MPM BioVentures Strategic Fund, L.P., Series A Member of the general partner
of the managing limited partner of MPM BioVentures III GmbH & Co. Parallel-Beteiligungs KG
and manager of MPM Asset Management Investors 2004 BVIII LLC.
Citizenship: USA
Luke Evnin
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM
BioVentures IV-QP, L.P., member of the managing member of the managing limited partner of
MPM BioVentures IV GmbH & Co. Beteiligungs KG and member of the manager of MPM Asset
Management Investors BV4 LLC. Series A Member of the general partner of the general partner
of MPM BioVentures III-QP, L.P., MPM BioVentures III, L.P., MPM BioVentures III Parallel
Fund, L.P. and MPM BioVentures Strategic Fund, L.P., Series A Member of the general partner
of the managing limited partner of MPM BioVentures III GmbH & Co. Parallel-Beteiligungs KG
and manager of MPM Asset Management Investors 2004 BVIII LLC.
Citizenship: USA
Steven St. Peter
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM
BioVentures IV-QP, L.P., member of the managing member of the managing limited partner of
MPM BioVentures IV GmbH & Co. Beteiligungs KG and member of the manager of MPM Asset
Management Investors BV4 LLC.
Citizenship: USA
William Greene
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the managing member of the general partner of MPM
BioVentures IV-QP, L.P., member of the managing member of the managing limited partner of
MPM BioVentures IV GmbH & Co. Beteiligungs KG and member of the manager of MPM Asset
Management Investors BV4 LLC.
Citizenship: USA
Page 32
James Paul Scopa
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the managing member of the general partner of MPM
BioVentures IV-QP, L.P., member of the managing member of the managing limited partner of
MPM BioVentures IV GmbH & Co. Beteiligungs KG and member of the manager of MPM Asset
Management Investors BV4 LLC.
Citizenship: USA
Ashley Dombkowski
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the managing member of the general partner of MPM
BioVentures IV-QP, L.P., member of the managing member of the managing limited partner of
MPM BioVentures IV GmbH & Co. Beteiligungs KG and member of the manager of MPM Asset
Management Investors BV4 LLC.
Citizenship: USA
Vaughn M. Kailian
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM
BioVentures IV-QP, L.P., member of the managing member of the managing limited partner of
MPM BioVentures IV GmbH & Co. Beteiligungs KG and member of the manager of MPM Asset
Management Investors BV4 LLC.
Citizenship: USA
John Vander Vort
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM
BioVentures IV-QP, L.P., member of the managing member of the managing limited partner of
MPM BioVentures IV GmbH & Co. Beteiligungs KG and member of the manager of MPM Asset
Management Investors BV4 LLC.
Citizenship: USA
Page 33
Exhibit Index
A. |
|
Plan of Merger and Reorganization between Peplin, Inc., West Acquisitions Corp. and Neosil,
Inc., dated June 9, 2008 (incorporated by reference to Exhibit 10.28 to Current Report No.
000-53410 on Form 10 filed on September 12, 2008). |
|
B. |
|
Stock Subscription and Registration Rights Agreement, dated August 18, 2008, by and among
Peplin, Inc. and the investors named therein (incorporated by reference to Exhibit 10.29 to
Current Report No. 000-53410 on Form 10 filed on September 12, 2008). |
|
C. |
|
Registration Rights Agreement, dated October 23, 2008 (incorporated by reference to Exhibit
4.4 to Registration Statement No. 000-53410 on Form 10/A filed on October 27, 2008). |
|
D. |
|
Agreement regarding filing of joint Schedule 13D. |
Page 34
Exhibit D
Joint Filing Statement
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any
amendments thereto) relating to the beneficial ownership by the undersigned of the equity
securities of Peplin, Inc. is filed on behalf of each of the undersigned.
Date: January 23, 2009
|
|
|
|
|
MPM BioVentures IV GP LLC
By: MPM BioVentures IV LLC,
its Managing Member
|
|
|
By: |
/s/ Vaughn M. Kailian
|
|
|
|
Name: |
Vaughn M. Kailian |
|
|
|
Title: |
Member
|
|
|
|
|
MPM BioVentures IV LLC
|
|
|
By: |
/s/ Vaughn M. Kailian
|
|
|
|
Name: |
Vaughn M. Kailian |
|
|
|
Title: |
Member |
|
|
|
|
MPM BioVentures IV-QP, L.P.
By: MPM BioVentures IV GP LLC, its General Partner
By: MPM BioVentures IV LLC, its Managing Member
|
|
|
By: |
/s/ Vaughn M. Kailian
|
|
|
|
Name: |
Vaughn M. Kailian |
|
|
|
Title: |
Member |
|
|
|
|
MPM BioVentures IV GmbH & Co. Beteiligungs KG
By: MPM BioVentures IV GP LLC, in its capacity as the Managing Limited Partner
By: MPM BioVentures IV LLC, its Managing Member
|
|
|
By: |
/s/ Vaughn M. Kailian
|
|
|
|
Name: |
Vaughn M. Kailian |
|
|
|
Title: |
Member |
|
|
|
|
MPM Asset Management Investors BV4 LLC
By: MPM BioVentures IV LLC
Its: Manager
|
|
|
By: |
/s/ Vaughn M. Kailian
|
|
|
|
Name: |
Vaughn M. Kailian |
|
|
|
Title: |
Member |
|
|
Page 35
|
|
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|
|
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-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 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 2004 BVIII LLC
|
|
|
By: |
/s/ Luke Evnin
|
|
|
|
Name: |
Luke Evnin |
|
|
|
Title: |
Manager |
|
|
|
|
MPM BioVentures Strategic 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 |
|
|
Page 36
|
|
|
|
|
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 BioVentures III, LLC
|
|
|
By: |
/s/ Luke Evnin
|
|
|
|
Name: |
Luke Evnin |
|
|
|
Title: |
Series A Member |
|
|
|
|
|
|
|
By: |
/s/ Ansbert Gadicke
|
|
|
|
Name: |
Ansbert Gadicke |
|
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|
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By: |
/s/ Luke Evnin
|
|
|
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Name: |
Luke Evnin |
|
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By: |
/s/ Steven St. Peter
|
|
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|
Name: |
Steven St. Peter |
|
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|
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By: |
/s/ William Greene
|
|
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Name: |
William Greene |
|
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|
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|
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|
By: |
/s/ James Paul Scopa
|
|
|
|
Name: |
James Paul Scopa |
|
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|
|
|
|
|
|
|
|
|
By: |
/s/ Ashley Dombkowski
|
|
|
|
Name: |
Ashley Dombkowski |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Vaughn M. Kailian
|
|
|
|
Name: |
Vaughn M. Kailian |
|
|
|
|
|
|
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|
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By: |
/s/ John Vander Vort
|
|
|
|
Name: |
John Vander Vort |
|
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Page 37