1
|
NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
4,748,420*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,748,420*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,748,420*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,043,027*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,043,027*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,043,027*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BIOTECHNNOLOGY VALUE TRADING FUND OS, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
742,489*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
742,489*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,489*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BVF PARTNERS OS LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
742,489*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
742,489*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,489*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
BVF PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
18,799,368*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
18,799,368*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,799,368*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%*
|
||
14
|
TYPE OF REPORTING PERSON
PN, IA
|
1
|
NAME OF REPORTING PERSON
BVF INC.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
18,799,368*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
18,799,368*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,799,368*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
MARK N. LAMPERT
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
18,799,368*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
18,799,368*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,799,368*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Biotechnology Value Fund, L.P., a Delaware limited partnership (“BVF”);
|
|
(ii)
|
Biotechnology Value Fund II, L.P., a Delaware limited partnership (“BVF2”);
|
|
(iii)
|
Biotechnology Value Trading Fund OS, L.P., a Cayman Islands limited partnership (“Trading Fund OS”);
|
|
(iv)
|
BVF Partners OS Ltd., a Cayman Islands limited liability company (“Partners OS”), which serves as general partner of Trading Fund OS;
|
|
(v)
|
BVF Partners L.P., a Delaware limited partnership (“Partners”), which serves as the general partner of each of BVF and BVF2, the investment manager of Trading Fund OS, the sole member of Partners OS, and the investment manager of the Partners Management Accounts;
|
|
(vi)
|
BVF Inc., a Delaware corporation, which serves as the general partner of Partners; and
|
|
(vii)
|
Mark N. Lampert, who serves as the sole officer and director of BVF Inc.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement, by and among Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., BVF Partners OS Ltd., BVF Partners L.P., BVF Inc., and Mark N. Lampert, dated December 21, 2015.
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
|||
By:
|
BVF Partners L.P., its general partner
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|||
By:
|
BVF Partners L.P., its general partner
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BIOTECHNOLOGY VALUE TRADING FUND OS, L.P.
|
|||
By:
|
BVF Partners L.P., its investment manager
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF PARTNERS OS LTD.
|
|||
By:
|
BVF Partners L.P., its sole member
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF PARTNERS L.P.
|
|||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF INC.
|
|||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
/s/ Mark N. Lampert
|
|
MARK N. LAMPERT
|
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
53,235
|
3.3922
|
11/13/2015
|
8,175
|
3.3498
|
11/16/2015
|
19,571
|
3.3922
|
11/13/2015
|
3,360
|
3.3498
|
11/16/2015
|
200,000
|
2.5978
|
10/22/2015
|
70,000
|
2.6445
|
10/26/2015
|
50,000
|
2.9570
|
10/30/2015
|
127,194
|
3.3922
|
11/13/2015
|
16,907
|
3.3498
|
11/16/2015
|
50,000
|
3.2439
|
12/07/2015
|
Dated: December 21, 2015
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
||
By:
|
BVF Partners L.P., its general partner
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|||
By:
|
BVF Partners L.P., its general partner
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BIOTECHNOLOGY VALUE TRADING FUND OS, L.P.
|
|||
By:
|
BVF Partners L.P., its investment manager
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF PARTNERS OS LTD.
|
|||
By:
|
BVF Partners L.P., its sole member
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF PARTNERS L.P.
|
|||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF INC.
|
|||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
/s/ Mark N. Lampert
|
|
MARK N. LAMPERT
|