CUSIP NO. 91790E102
|
13D | Page 2 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Clarus Lifesciences I, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,091 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP NO. 91790E102
|
13D | Page 3 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Clarus Ventures I Management, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,091 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP NO. 91790E102
|
13D | Page 4 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Clarus Ventures I, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,091 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP NO. 91790E102
|
13D | Page 5 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Robert Liptak
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,091 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 6 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Nicholas Simon
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,091 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 7 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Nicholas Galakatos
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,091 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 8 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Dennis Henner
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,091 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 9 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Kurt Wheeler
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,091 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 10 of 15 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Michael Steinmetz
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
15,834 shares
|
|
8
|
SHARED VOTING POWER
4,971,091 shares
|
||
9
|
SOLE DISPOSITIVE POWER
15,834 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,971,091 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,986,925 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.19%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 11 of 15 Pages |
CUSIP NO. 91790E102
|
13D | Page 12 of 15 Pages |
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: See line 7 of cover sheets
|
|
(ii)
|
shared power to vote or to direct the vote: See line 8 of cover sheets
|
|
(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets.
|
|
(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
|
|
(d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
|
CUSIP NO. 91790E102
|
13D | Page 13 of 15 Pages |
CLARUS LIFESCIENCES I, L.P.
By: Clarus Ventures I Management, L.P., its general partner
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I MANAGEMENT, L.P.
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I, LLC
By: /s/ Robert Liptak
|
Manager
|
*
|
Nicholas Galakatos
|
*
|
Dennis Henner
|
/s/ Robert Liptak
|
Robert Liptak
|
*
|
Nicholas Simon
|
*
|
Michael Steinmetz
|
*
|
Kurt Wheeler
|
CUSIP NO. 91790E102
|
13D | Page 14 of 15 Pages |
CLARUS LIFESCIENCES I, L.P.
By: Clarus Ventures I Management, L.P., its general partner
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I MANAGEMENT, L.P.
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I, LLC
By: /s/ Robert Liptak
|
Manager
|
*
|
Nicholas Galakatos
|
*
|
Dennis Henner
|
/s/ Robert Liptak
|
Robert Liptak
|
*
|
Nicholas Simon
|
*
|
Michael Steinmetz
|
*
|
Kurt Wheeler
|
CUSIP NO. 91790E102
|
13D | Page 15 of 15 Pages |
/s/ Nicholas Galakatos
|
|
Nicholas Galakatos
|
|
/s/ Dennis Henner
|
|
Dennis Henner
|
|
/s/ Michael Steinmetz |
|
Michael Steinmetz
|
|
/s/ Nick Simon
|
|
Nick Simon
|
|
/s/ Scott Requadt
|
|
Scott Requadt
|
|
/s/ Kurt Wheeler
|
|
Kurt Wheeler
|