Schedule 13G Amendment No. 1

0001193125-15-035503.txt : 20150205 0001193125-15-035503.hdr.sgml : 20150205 20150205162834 ACCESSION NUMBER: 0001193125-15-035503 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150205 DATE AS OF CHANGE: 20150205 GROUP MEMBERS: EXCEL MEDICAL VENTURES, LLC GROUP MEMBERS: FREDERICK R. BLUME GROUP MEMBERS: JUAN ENRIQUEZ GROUP MEMBERS: STEVEN R. GULLANS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TETRAPHASE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001373707 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87366 FILM NUMBER: 15580609 BUSINESS ADDRESS: STREET 1: 480 ARSENAL STREET STREET 2: SUITE 110 CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617.715.3600 MAIL ADDRESS: STREET 1: 480 ARSENAL STREET STREET 2: SUITE 110 CITY: WATERTOWN STATE: MA ZIP: 02472 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXCEL MEDICAL FUND LP CENTRAL INDEX KEY: 0001428044 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 800 BOYLSTONE STREET STREET 2: SUITE 1585 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-450-9800 MAIL ADDRESS: STREET 1: 800 BOYLSTONE STREET STREET 2: SUITE 1585 CITY: BOSTON STATE: MA ZIP: 02199 SC 13G/A 1 d868529dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 1)*

Tetraphase Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88165N105

(CUSIP Number)

December 31, 2014

(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).

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CUSIP No. 88165N105		Page 2 of 9 Pages


1	Names of reporting persons Excel Medical Fund, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
3	SEC use only
4	Citizenship or place of organization Delaware, United States of America
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 (see instructions) ¨
11	Percent of class represented by amount in Row 9 -See Item #5-(2)
12	Type of reporting person (see instructions) PN

(1)

This statement on Schedule 13G is filed by Excel Medical Fund, L.P (“Excel Medical”), Excel Medical Ventures, LLC (“Excel”), Frederick R. Blume (“Blume”), Steven R. Gullans (“Gullans”) and Juan Enriquez, (“Enriquez” and, together with each of the foregoing, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

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CUSIP No. 88165N105		Page 3 of 9 Pages


1	Names of reporting persons Excel Medical Ventures, LLC
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
3	SEC use only
4	Citizenship or place of organization Delaware, United States of America
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 (see instructions) ¨
11	Percent of class represented by amount in Row 9 -See Item #5-(2)
12	Type of reporting person (see instructions) OO

(1)	This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

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CUSIP No. 88165N105		Page 4 of 9 Pages


1	Names of reporting persons Frederick R. Blume
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
3	SEC use only
4	Citizenship or place of organization United States of America
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 (see instructions) ¨
11	Percent of class represented by amount in Row 9 -See Item #5-(2)
12	Type of reporting person (see instructions) IN

(1)

(2)	This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

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CUSIP No. 88165N105		Page 5 of 9 Pages


1	Names of reporting persons Steven R. Gullans
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
3	SEC use only
4	Citizenship or place of organization United States of America
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 (see instructions) ¨
11	Percent of class represented by amount in Row 9 -See Item #5-(2)
12	Type of reporting person (see instructions) IN

(1)

(2)	This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

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CUSIP No. 88165N105		Page 6 of 9 Pages


1	Names of reporting persons Juan Enriquez
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x(1)
3	SEC use only
4	Citizenship or place of organization United States of America
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 (see instructions) ¨
11	Percent of class represented by amount in Row 9 -See Item #5-(2)
12	Type of reporting person (see instructions) IN

(1)

(2)	This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

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CUSIP No. 88165N105		Page 7 of 9 Pages

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Tetraphase Pharmaceuticals, Inc. (the “Issuer”).

Item 1(a)

Name of Issuer:

Item 1(b)

Address of issuer’s principal executive offices:

Tetraphase Pharmaceuticals, Inc.

480 Arsenal Street, Suite 110

Watertown, Massachusetts 02472

USA

Items 2(a)

Name of Reporting Persons filing:

Excel Medical Fund, L.P. (“Excel Medical”)

Excel Medical Ventures, LLC (“Excel”)

Frederick R. Blume (“Blume”)

Steven R. Gullans (“Gullans”)

Juan Enriquez (“Enriquez”)

Item 2(b)

Address or principal business office or, if none, residence:

Prudential Tower

800 Boylston Street, Suite 2825

Boston MA 02199

Item 2(c)

Citizenship:


Name		Citizenship or Place of Organization
Excel Medical		Delaware, United States of America
Excel		Delaware, United States of America
Blume		United States of America
Gullans		United States of America
Enriquez		United States of America

Item 2(d)

Title of class of securities:

Common Stock

Item 2(e)

CUSIP No.:

88165N105

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

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CUSIP No. 88165N105		Page 8 of 9 Pages

Item 4

Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:

Reporting Persons

Shares of
Common
Stock Held
Directly (1)

Sole Voting
Power (1)

Shared

Voting

Power (1)

Sole

Dispositive
Power (1)

Shared
Dispositive
Power (1)

Beneficial
Ownership

(1)

Percentage
of Class (1)

Excel Medical

-See Item #5-

Excel

-See Item #5-

Blume

-See Item #5-

Gullans

-See Item #5-

Enriquez

-See Item #5-

(1)	This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

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.

Item 6

Ownership of More than Five Percent on Behalf of Another Person

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

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

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

Certifications

Not applicable.

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CUSIP No. 88165N105		Page 9 of 9 Pages

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.

Dated: February 5, 2015


EXCEL MEDICAL FUND, L.P.
BY:		EXCEL MEDICAL VENTURES, LLC
ITS:		GENERAL PARTNER

By:		/s/ Steven R. Gullans
		Manager

EXCEL MEDICAL VENTURES, LLC

/s/ Steven R. Gullans
Manager

/s/ Frederick R. Blume
Frederick R. Blume

/s/ Steven R. Gullans
Steven R. Gullans

/s/ Juan Enriquez
Juan Enriquez

Exhibit(s):


Exhibit 99.1:		Joint Filing Statement

EX-99.1 2 d868529dex991.htm EX-99.1 EX-99.1

Exhibit 99.1


CUSIP No. 31816Q 10 1		13 G

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 Common Stock of Tetraphase Pharmaceuticals, Inc.

Dated: February 5, 2015


EXCEL MEDICAL FUND, L.P.
BY:		EXCEL MEDICAL VENTURES, LLC
ITS:		GENERAL PARTNER

By:		/s/ Steven R. Gullans
		Manager

EXCEL MEDICAL VENTURES, LLC

/s/ Steven R. Gullans
Manager

/s/ Frederick R. Blume
Frederick R. Blume

/s/ Steven R. Gullans
Steven R. Gullans

/s/ Juan Enriquez
Juan Enriquez

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