SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. __ )*
Epocrates, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29429D103
(CUSIP Number)
December 31, 2011
(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)
S 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).
(Continued on following pages)
Page 1 of 10 Pages
Exhibit Index Contained on Page 9
CUSIP NO. 29429D103 | 13 G | Page 2 of 10 |
1 | NAME OF REPORTING PERSON Three Arch Partners II, L.P. (“TAP II”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) £ (b) S | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,655,329 shares, except that Three Arch Management II, L.L.C. (“TAM II”), the general partner of TAP II, may be deemed to have sole power to vote these shares, and Wilfred Jaeger (“Jaeger”) and Mark Wan (“Wan”), the managing members of TAM II, may be deemed to have shared power to vote these shares. | |
6 | SHARED VOTING POWER See response to row 5. | ||
7 | SOLE DISPOSITIVE POWER 1,655,329 shares, except that TAM II, the general partner of TAP II, may be deemed to have sole power to dispose of these shares, and Jaeger and Wan, the managing members of TAM II, may be deemed to have shared power to dispose of these shares. | ||
8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,655,329 | ||
10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% | ||
12 | TYPE OF REPORTING PERSON PN | ||
CUSIP NO. 29429D103 | 13 G | Page 3 of 10 |
1 |
NAME OF REPORTING PERSON Three Arch Management II, L.L.C. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) £ (b) S | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,655,329 shares, all of which are directly owned by TAP II. TAM II, the general partner of TAP II, may be deemed to have sole power to vote these shares, and Jaeger and Wan, the managing members of TAM II, may be deemed to have shared power to vote these shares. | |
6 | SHARED VOTING POWER See response to row 5. | ||
7 | SOLE DISPOSITIVE POWER 1,655,329 shares, all of which are directly owned by TAP II. TAM II, the general partner of TAP II, may be deemed to have sole power to dispose of these shares, and Jaeger and Wan, the managing members of TAM II, may be deemed to have shared power to dispose of these shares. | ||
8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,655,329 | ||
10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% | ||
12 | TYPE OF REPORTING PERSON OO | ||
CUSIP NO. 29429D103 | 13 G | Page 4 of 10 |
1 | NAME OF REPORTING PERSON Wilfred Jaeger | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) £ (b) S | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Canadian Citizen | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. | |
6 | SHARED VOTING POWER 1,655,329 shares, all of which are directly owned by TAP II. TAM II, the general partner of TAP II, may be deemed to have sole power to vote these shares, and Jaeger and Wan, the managing members of TAM II, may be deemed to have shared power to vote these shares. | ||
7 | SOLE DISPOSITIVE POWER 0 shares. | ||
8 | SHARED DISPOSITIVE POWER 1,655,329 shares, all of which are directly owned by TAP II. TAM II, the general partner of TAP II, may be deemed to have sole power to dispose of these shares, and Jaeger and Wan, the managing members of TAM II, may be deemed to have shared power to dispose of these shares. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,655,329 | ||
10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% | ||
12 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO. 29429D103 | 13 G | Page 5 of 10 |
1 |
NAME OF REPORTING PERSON Mark Wan | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) £ (b) S | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF | 5 | SOLE VOTING POWER 41,265 shares. | |
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
6 | SHARED VOTING POWER 1,655,329 shares, all of which are directly owned by TAP II. TAM II, the general partner of TAP II, may be deemed to have sole power to vote these shares, and Jaeger and Wan, the managing members of TAM II, may be deemed to have shared power to vote these shares. | |
7 | SOLE DISPOSITIVE POWER 41,265 shares. | ||
8 | SHARED DISPOSITIVE POWER 1,655,329 shares, all of which are directly owned by TAP II. TAM II, the general partner of TAP II, may be deemed to have sole power to dispose of these shares, and Jaeger and Wan, the managing members of TAM II, may be deemed to have shared power to dispose of these shares. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,696,594 | ||
10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.0% | ||
12 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO. 29429D103 | 13 G | Page 6 of 10 |
ITEM 1(A). | NAME OF ISSUER |
Epocrates, Inc. |
ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1100 Park Place, Suite 300
San Mateo, California 94403
ITEM 2(A). | NAME OF PERSONS FILING Three Arch Partners II, L.P., a Delaware limited partnership (“TAP II”), Three Arch Management II, L.L.C., a Delaware limited liability company (“TAM II”), Wilfred Jaeger (“Jaeger”) and Mark Wan (“Wan”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
TAM II, the general partner of TAP II may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by TAP II. Jaeger and Wan are the managing members of TAM II and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by TAP II. |
ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
Three Arch Partners
3200 Alpine Road
Portola Valley, California 94028
ITEM 2(C). | CITIZENSHIP |
TAP II is a Delaware limited partnership. TAM II is a Delaware limited liability company. Wan is a United States Citizen and Jaeger is a Canadian citizen. |
ITEM 2(D) and (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Common Stock |
CUSIP # 29429D103 |
ITEM 3. | Not Applicable. |
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. |
CUSIP NO. 29429D103 | 13 G | Page 7 of 10 |
(a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
(b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
(ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
(iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
(iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in the limited partnership agreement of TAP II, and the limited liability company agreement of TAM II, the general and limited partners or members, as the case may be, of each of such entity may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. |
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 |
Not applicable.
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
ITEM 10. | CERTIFICATION |
Not applicable.
CUSIP NO. 29429D103 | 13 G | Page 8 of 10 |
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: February 13, 2012
Three Arch Partners II, L.P. | /s/ Mark Wan | |
By Three Arch Management II, L.L.C. | Mark Wan | |
Its General Partner | Managing Member |
Three Arch Management II, L.L.C. | /s/ Mark Wan | |
Mark Wan | ||
Managing Member |
Wilfred Jaeger | /s/ Wilfred Jaeger | |
Wilfred Jaeger |
Mark Wan | /s/ Mark Wan | |
Mark Wan |
CUSIP NO. 29429D103 | 13 G | Page 9 of 10 |
EXHIBIT INDEX
Found on Sequentially | |
Exhibit | Numbered Page |
Exhibit A: Agreement of Joint Filing | 10 |
CUSIP NO. 29429D103 | 13 G | Page 10 of 10 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Epocrates, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 13, 2012
Three Arch Partners II, L.P. | /s/ Mark Wan | |
By Three Arch Management II, L.L.C. | Mark Wan | |
Its General Partner | Managing Member |
Three Arch Management II, L.L.C. | /s/ Mark Wan | |
Mark Wan | ||
Managing Member |
Wilfred Jaeger | /s/ Wilfred Jaeger | |
Wilfred Jaeger |
Mark Wan | /s/ Mark Wan | |
Mark Wan |