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 )*
A123 Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
03739T108
(CUSIP Number)
December 31, 2012
Date of Event Which Requires Filing of the 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 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).
CUSIP NO. 03739T108 | 13G | Page 2 of 15 Pages |
1. |
NAME OF REPORTING PERSON
NBVM GP, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
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
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
OO |
CUSIP NO. 03739T108 | 13G | Page 3 of 15 Pages |
1. |
NAME OF REPORTING PERSON
NORTH BRIDGE VENTURE MANAGEMENT IV, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
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
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 03739T108 | 13G | Page 4 of 15 Pages |
1. |
NAME OF REPORTING PERSON
NORTH BRIDGE VENTURE MANAGEMENT V, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
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
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 03739T108 | 13G | Page 5 of 15 Pages |
1. |
NAME OF REPORTING PERSON
NORTH BRIDGE VENTURE PARTNERS IV-A, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
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
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 03739T108 | 13G | Page 6 of 15 Pages |
1. |
NAME OF REPORTING PERSON
NORTH BRIDGE VENTURE PARTNERS IV-B, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
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
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 03739T108 | 13G | Page 7 of 15 Pages |
1. |
NAME OF REPORTING PERSON
NORTH BRIDGE VENTURE PARTNERS V-A, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
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
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 03739T108 | 13G | Page 8 of 15 Pages |
1. |
NAME OF REPORTING PERSON
NORTH BRIDGE VENTURE PARTNERS V-B, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
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
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 03739T108 | 13G | Page 9 of 15 Pages |
1. |
NAME OF REPORTING PERSON
EDWARD T. ANDERSON | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
IN |
CUSIP NO. 03739T108 | 13G | Page 10 of 15 Pages |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD A. DAMORE | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
See Item 5 | ||||
6. | SHARED VOTING POWER
See Item 5 | |||||
7. | SOLE DISPOSITIVE POWER
See Item 5 | |||||
8. | SHARED DISPOSITIVE POWER
See Item 5 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 5 | |||||
12. | TYPE OF REPORTING PERSON
IN |
CUSIP NO. 03739T108 | 13G | Page 11 of 15 Pages |
Item 1(a) | Name of Issuer |
A123 Systems, Inc.
Item 1(b) | Address of Issuers Principal Executive Offices |
200 West Street
Waltham, Massachusetts 02451
Item 2(a) | Name of Person Filing |
NBVM GP, LLC (the GP of the GP)
North Bridge Venture Management IV, L.P. (the NBVM IV GP)
North Bridge Venture Management V, L.P. (the NBVM V GP)
North Bridge Venture Partners IV-A, L.P. (IV-A)
North Bridge Venture Partners IV-B, L.P. (IV-B)
North Bridge Venture Partners V-A, L.P. (V-A)
North Bridge Venture Partners V-B, L.P. (V-B)
Edward T. Anderson (Mr. Anderson)
Richard A. DAmore (Mr. DAmore)
Item 2(b) | Address of Principal Business Office |
The address of each of the reporting persons is:
c/o North Bridge Venture Partners
950 Winter Street, Suite 4600
Waltham, Massachusetts 02451
Item 2(c) | Citizenship |
GP of the GP |
Delaware limited liability company | |
NBVM V GP |
Delaware limited partnership | |
NBVM IV GP |
Delaware limited partnership | |
IV-A |
Delaware limited partnership | |
IV-B |
Delaware limited partnership | |
V-A |
Delaware limited partnership | |
V-B |
Delaware limited partnership | |
Mr. Anderson |
U.S. citizen | |
Mr. DAmore |
U.S. citizen |
Item 2(d) | Title of Class of Securities |
This Schedule 13G report relates to the Common Stock, par value $0.001 per share (Common Stock), of A123 Systems, Inc.
Item 2(e) | CUSIP Number |
03739T108
Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) |
¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
(b) |
¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
CUSIP NO. 03739T108 | 13G | Page 12 of 15 Pages |
(c) |
¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) |
¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e) |
¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) |
¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) |
¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
(h) |
¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(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 (15 U.S.C. 80a-3); | ||
(j) |
¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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.
(a) |
See Item 5 | |||
(b) |
Percent of class: |
GP of the GP |
See Item 5 | |
NBVM V GP |
See Item 5 | |
NBVM IV GP |
See Item 5 | |
IV-A |
See Item 5 | |
IV-B |
See Item 5 | |
V-A |
See Item 5 | |
V-B |
See Item 5 | |
Mr. Anderson |
See Item 5 | |
Mr. DAmore |
See Item 5 |
CUSIP NO. 03739T108 | 13G | Page 13 of 15 Pages |
(c) |
Number of shares as to which the person has: |
Number of Shares | ||||||||
Reporting Person |
(i) |
(ii) |
(iii) |
(iv) | ||||
GP of the GP |
See Item 5 | See Item 5 | See Item 5 | See Item 5 | ||||
NBVM V GP |
See Item 5 | See Item 5 | See Item 5 | See Item 5 | ||||
NBVM IV GP |
See Item 5 | See Item 5 | See Item 5 | See Item 5 | ||||
IV-A |
See Item 5 | See Item 5 | See Item 5 | See Item 5 | ||||
IV-B |
See Item 5 | See Item 5 | See Item 5 | See Item 5 | ||||
V-A |
See Item 5 | See Item 5 | See Item 5 | See Item 5 | ||||
V-B |
See Item 5 | See Item 5 | See Item 5 | See Item 5 | ||||
Mr. Anderson |
See Item 5 | See Item 5 | See Item 5 | See Item 5 | ||||
Mr. DAmore |
See Item 5 | See Item 5 | See Item 5 | See Item 5 |
(i) | Sole power to vote or to direct the vote |
(ii) | Shared power to vote or to direct the vote |
(iii) | Sole power to dispose or to direct the disposition of |
(iv) | Shared power to dispose or to direct the disposition of |
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 5 percent of the class of securities, check the following x.
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 |
Each of the Reporting Persons expressly disclaims membership in a Group as defined in Rule 13d-1(b)(ii)(K).
Item 9 | Notice of Dissolution of Group |
Not applicable.
Item 10 | Certification |
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
CUSIP NO. 03739T108 | 13G | Page 14 of 15 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2013.
NBVM GP, LLC | ||
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE MANAGEMENT V, L.P. | ||
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE MANAGEMENT IV, L.P. | ||
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE PARTNERS IV-A, L.P. | ||
By: | North Bridge Venture Management IV, L.P. | |
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager |
CUSIP NO. 03739T108 | 13G | Page 15 of 15 Pages |
NORTH BRIDGE VENTURE PARTNERS IV-B, L.P. | ||
By: | North Bridge Venture Management IV, L.P. | |
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE PARTNERS V-A, L.P. | ||
By: | North Bridge Venture Management V, L.P. | |
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE PARTNERS V-B, L.P. | ||
By: | North Bridge Venture Management V, L.P. | |
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
/s/ Edward T. Anderson | ||
EDWARD T. ANDERSON | ||
/s/ Richard A. DAmore | ||
RICHARD A. DAMORE |
CUSIP NO. 03739T108
EXHIBIT I
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of A123 Systems, Inc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 14th day of February, 2013.
NBVM GP, LLC | ||
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE MANAGEMENT V, L.P. | ||
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE MANAGEMENT IV, L.P. | ||
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE PARTNERS IV-A, L.P. | ||
By: | North Bridge Venture Management IV, L.P. | |
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager |
CUSIP NO. 03739T108
NORTH BRIDGE VENTURE PARTNERS IV-B, L.P. | ||
By: | North Bridge Venture Management IV, L.P. | |
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE PARTNERS V-A, L.P. | ||
By: | North Bridge Venture Management V, L.P. | |
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
NORTH BRIDGE VENTURE PARTNERS V-B, L.P. | ||
By: | North Bridge Venture Management V, L.P. | |
By: | NBVM GP, LLC | |
By: | /s/ Edward T. Anderson | |
Name: | Edward T. Anderson | |
Title: | Manager | |
/s/ Edward T. Anderson | ||
EDWARD T. ANDERSON | ||
/s/ Richard A. DAmore | ||
RICHARD A. DAMORE |