Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7jP1tNcrOHlrQkkVv+EhD5dJ733eMnJ+ln2xORgLz9CMfk1ihlJcbQOj4CfvK9J lGlqAltUJr7wQUV9mSf63Q== 0001193125-06-026631.txt : 20060210 0001193125-06-026631.hdr.sgml : 20060210 20060210140212 ACCESSION NUMBER: 0001193125-06-026631 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 GROUP MEMBERS: TL VENTURES V INTERFUND L.P. GROUP MEMBERS: TL VENTURES V LLC GROUP MEMBERS: TL VENTURES V MANAGEMENT L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMBINATORX, INC CENTRAL INDEX KEY: 0001135906 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043514457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81444 FILM NUMBER: 06597221 BUSINESS ADDRESS: STREET 1: 650 ALBANY STREET CITY: BOSTON STATE: MA ZIP: 02119 BUSINESS PHONE: 617-425-7000 MAIL ADDRESS: STREET 1: 650 ALBANY STREET CITY: BOSTON STATE: MA ZIP: 02119 FORMER COMPANY: FORMER CONFORMED NAME: COMBINATORX INC DATE OF NAME CHANGE: 20010301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TL VENTURES V LP CENTRAL INDEX KEY: 0001142072 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 700 SAFEGUARD BLDG STREET 2: 435 DEVON PARK DR CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109711515 MAIL ADDRESS: STREET 1: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 190871990 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. )¹

CombinatoRx, Incorporated.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

20010A103

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9


CUSIP No. 20010A103		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures V L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

1,758,737

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

1,758,737


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,737
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 2 of 9


CUSIP No. 20010A103		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures V Interfund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

1,758,737

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

1,758,737


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,737
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 3 of 9


CUSIP No. 20010A103		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures V Management L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

1,758,737

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

1,758,737


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,737
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 20010A103		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures V LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

1,758,737

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

1,758,737


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,737
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

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Item 1

(a)

Name of Issuer:

CombinatoRx, Incorporated

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

650 Albany Street

Boston, MA 02118

Item 2

(a)

Name of Person Filing:

(1) TL Ventures V L.P.

(2) TL Ventures V Interfund L.P.

(3) TL Ventures V Management L.P.

(4) TL Ventures V LLC

Item 2

(b)

Address of Principal Business Offices:

(1),(2),(3),(4):

700 Building

435 Devon Park Drive

Wayne, PA 19087-1990

Item 2

(c)

Citizenship:

(1),(2),(3): Delaware limited partnership

(4): Delaware limited liability company

Item 2

(d)

Title of Class of Securities:

Common Stock

Item 2

(e)

CUSIP Number:

20010A103

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act

(d)

Investment company registered under Section 8 of the Investment Company Act

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Not applicable

Page 6 of 9



Item 4	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: 1,758,737

	(b)	Percent of class: 8% (1)

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: 1,758,737

		(ii)	Shared power to vote or to direct the vote: -0-

		(iii)	Sole power to dispose or to direct the disposition of: 1,758,737

		(iv)	Shared power to dispose or to direct the disposition of: -0-

	(1) Calculated on the basis of 22,077,369 pro forma as adjusted shares of Common Stock outstanding as of September 30, 2005 on a pro forma, as adjusted basis to reflect the issuance of shares of Common Stock in the Issuer’s initial public offering, according to the Form S-1/A of the Issuer filed on November 11, 2005. TL Ventures V L.P. (“TL V”) and TL Ventures V Interfund L.P. (“TL V Interfund”) are venture capital funds, which are required by their governing documents to make all investment, voting and disposition actions in tandem. TL V is the record holder of 1,728,855 shares and TL V Interfund is the record holder of 29,882 shares. TL Ventures V LLC is the general partner of TL Ventures V Management L.P., the sole general partner of TL V, and TL Ventures V LLC is the sole general partner of TL V Interfund. As such, TL Ventures V LLC has sole authority and responsibility for all investment, voting and disposition decisions for TL V and TL V Interfund, which powers, other than investments, are exercised through its three-member board of managers, by majority vote. Investment decisions require a majority vote of the members of TL Ventures V LLC.

Item 5	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨

Item 6	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	Not applicable

Item 8	Identification and Classification of Members of the Group.

	See “Exhibit A” attached hereto.

Item 9	Notice of Dissolution of Group.

	Not applicable

Item 10	Certification.

	Not applicable

Page 7 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 10, 2006	TL VENTURES V L.P.

	By:	TL Ventures V Management L.P.,
		its general partner
	By:	TL Ventures V LLC,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES V INTERFUND L.P.

	By:	TL Ventures V LLC,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES V LLC

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES V MANAGEMENT L.P.

	By:	TL Ventures V LLC,
		its manager

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

Page 8 of 9

EXHIBIT A

TL Ventures V L.P., TL Ventures V Interfund L.P., TL Ventures V Management L.P., and TL Ventures V LLC are members of a group for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.

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