SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under
the Securities Exchange Act of 1934
(Amendment No. 4)*
Tranzyme, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
89413J102
(CUSIP Number)
January 31, 2013
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 89413J102 |
||
1 |
NAMES
OF REPORTING
PERSONS
13-4093645
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
NUMBER
OF |
5 |
SOLE
VOTING POWER |
6 |
SHARED
VOTING POWER -0- | |
7 |
SOLE
DISPOSITIVE POWER | |
|
8 |
SHARED
DISPOSITIVE
POWER |
9 |
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON |
|
|
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 |
|
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
| Page 2 of 9 Pages |
CUSIP No. 89413J102 |
||
1 |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Felix J. Baker |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
NUMBER
OF |
5 |
SOLE
VOTING POWER |
6 |
SHARED
VOTING POWER -0- | |
7 |
SOLE
DISPOSITIVE POWER | |
|
8 |
SHARED
DISPOSITIVE
POWER |
9 |
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON |
|
|
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 |
|
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
| Page 3 of 9 Pages |
CUSIP No. 89413J102 |
||
| 1 | NAMES OF REPORTING
PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Julian C. Baker |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) ¨ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
NUMBER
OF |
5 |
SOLE
VOTING POWER |
6 |
SHARED
VOTING POWER -0- | |
7 |
SOLE
DISPOSITIVE POWER | |
|
8 |
SHARED
DISPOSITIVE
POWER |
9 |
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON |
|
|
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 |
|
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
| Page 4 of 9 Pages |
| Item 1(a) | Name of Issuer: |
Tranzyme, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
5001 South Miami Boulevard, Ste. 300
Durham, NC 27703
| Item 2(a) | Name of Person Filing: |
This Schedule 13G is being filed jointly by Baker Bros. Advisors, LLC, Felix J. Baker and Julian C. Baker (collectively, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
The business address of each of the Reporting Persons is:
c/o Baker Bros. Advisors, LLC
667 Madison Avenue, 21st Floor
New York, NY 10065
(212) 339-5633
| Item 2(c) | Citizenship: |
Baker Bros. Advisors, LLC (the “Adviser”) is a limited liability company organized under the laws of the state of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.00001 per share (“Common Stock”)
| Item 2(e) | CUSIP Number: |
89413J102
| Item 3. | If this statement is filed pursuant to §§240.13d-1(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.
| Page 5 of 9 Pages |
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940.
(e) x 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) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) ¨ A savings association 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 of 1940.
(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
| Item 4. | Ownership. |
Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 4 are incorporated herein by reference.
| 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 x.
| Item6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A
| Item7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
N/A
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
| Page 6 of 9 Pages |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Page 7 of 9 Pages |
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.
February 11, 2013
| BAKER BROS. ADVISORS, LLC | ||
| By: | /s/ Scott L. Lessing | |
| Name: Scott L. Lessing | ||
| Title: President | ||
| /s/ Julian C. Baker | ||
| Julian C. Baker | ||
| /s/ Felix J. Baker | ||
| Felix J. Baker | ||
| Page 8 of 9 Pages |
EXHIBIT A
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Tranzyme, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
February 11, 2013
| BAKER BROS. ADVISORS, LLC | ||
| By: | /s/ Scott L. Lessing | |
| Name: Scott L. Lessing | ||
| Title: President | ||
| /s/ Julian C. Baker | ||
| Julian C. Baker | ||
| /s/ Felix J. Baker | ||
| Felix J. Baker | ||
| Page 9 of 9 Pages |