0001193125-15-190675.txt : 20150518 0001193125-15-190675.hdr.sgml : 20150518 20150515215135 ACCESSION NUMBER: 0001193125-15-190675 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150518 DATE AS OF CHANGE: 20150515 GROUP MEMBERS: MONTREUX EQUITY MANAGEMENT IV, LLC GROUP MEMBERS: MONTREUX EQUITY MANAGEMENT V, LLC GROUP MEMBERS: MONTREUX EQUITY PARTNERS V, L.P. GROUP MEMBERS: MONTREUX IV ASSOCIATES, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tobira Therapeutics, Inc. CENTRAL INDEX KEY: 0001311596 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 030422069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87592 FILM NUMBER: 15871555 BUSINESS ADDRESS: STREET 1: 701 GATEWAY BLVD STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-741-6625 MAIL ADDRESS: STREET 1: 701 GATEWAY BLVD STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Tibira Therapeutics, Inc. DATE OF NAME CHANGE: 20150506 FORMER COMPANY: FORMER CONFORMED NAME: Regado Biosciences Inc DATE OF NAME CHANGE: 20041215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Montreux Equity Partners IV, L.P. CENTRAL INDEX KEY: 0001456153 IRS NUMBER: 161767890 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 1, SUITE 260 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-234-1200 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 1, SUITE 260 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d927785dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Tobira Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of class of securities)

88883P101

(CUSIP number)

May 04, 2015

(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)

x 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

SCHEDULE 13G

 

CUSIP No. 88883P101

 

  1. 

Name of Reporting Person:

 

Montreux Equity Partners IV, L.P.

  2.

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  x        (b)  ¨

 

  3.

SEC Use Only:

 

  4.

Citizenship or Place of Organization:

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

 5. 

Sole Voting Power:

 

0

6.

Shared Voting Power:

 

1,535,758

7.

Sole Dispositive Power:

 

0

8.

Shared Dispositive Power:

 

1,535,758

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,535,758

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

 

¨

11.

Percent of Class Represented By Amount In Row (9):

 

8.81% (1)

12.

Type of Reporting Person:

 

PN

 

(1) Based upon 17,422,927 shares of the Common Stock of the Issuer outstanding as of May 15, 2015 as reported by the Issuer.

SCHEDULE 13G

 

CUSIP No. 88883P101

 

  1. 

Name of Reporting Person:

 

Montreux Equity Partners V, L.P.

  2.

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  x        (b)  ¨

 

  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:

 

0

6.

Shared Voting Power:

 

100,028

7.

Sole Dispositive Power:

 

0

8.

Shared Dispositive Power:

 

100,028

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

100,028

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

 

¨

11.

Percent of Class Represented By Amount In Row (9):

 

0.57% (1)

12.

Type of Reporting Person:

 

PN

 

(1) Based upon 17,422,927 shares of the Common Stock of the Issuer outstanding as of May 15, 2015 as reported by the Issuer.

SCHEDULE 13G

 

CUSIP No. 88883P101

 

  1. 

Name of Reporting Person:

 

Montreux IV Associates, L.L.C.

  2.

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  x        (b)  ¨

 

  3.

SEC Use Only:

 

  4.

Citizenship or Place of Organization:

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

 5. 

Sole Voting Power:

 

0

6.

Shared Voting Power:

 

42,908

7.

Sole Dispositive Power:

 

0

8.

Shared Dispositive Power:

 

42,908

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

42,908

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

 

¨

11.

Percent of Class Represented By Amount In Row (9):

 

0.25% (1)

12.

Type of Reporting Person:

 

CO

 

(1) Based upon 17,422,927 shares of the Common Stock of the Issuer outstanding as of May 15, 2015 as reported by the Issuer.

SCHEDULE 13G

 

CUSIP No. 88883P101

 

  1. 

Name of Reporting Person:

 

Montreux Equity Management IV, LLC

  2.

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ¨        (b)  ¨

 

  3.

SEC Use Only:

 

  4.

Citizenship or Place of Organization:

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

 5. 

Sole Voting Power:

 

0

6.

Shared Voting Power:

 

1,578,666

7.

Sole Dispositive Power:

 

0

8.

Shared Dispositive Power:

 

1,578,666

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,578,666

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

 

¨

11.

Percent of Class Represented By Amount In Row (9):

 

9.06% (1)

12.

Type of Reporting Person:

 

CO

 

(1) Based upon 17,422,927 shares of the Common Stock of the Issuer outstanding as of May 15, 2015 as reported by the Issuer.

SCHEDULE 13G

 

CUSIP No. 88883P101

 

  1. 

Name of Reporting Person:

 

Montreux Equity Management V, LLC

  2.

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ¨        (b)  ¨

 

  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:

 

0

6.

Shared Voting Power:

 

100,028

7.

Sole Dispositive Power:

 

0

8.

Shared Dispositive Power:

 

100,028

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

100,028

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

 

¨

11.

Percent of Class Represented By Amount In Row (9):

 

0.57% (1)

12.

Type of Reporting Person:

 

CO

 

(1) Based upon 17,422,927 shares of the Common Stock of the Issuer outstanding as of May 15, 2015 as reported by the Issuer.

Item 1. (a) Name of Issuer:

Tobira Therapeutics, Inc. (formerly known as Regado Biosciences, Inc.)

 

     (b) Address of Issuer’s Principal Executive Offices:

701 Gateway Boulevard, Suite 300

South San Francisco, CA 94080

 

Item 2. (a) Name of Person Filing:

Montreux Equity Partners IV, L.P. (“MEP IV”) is a California limited partnership whose principal business is making investments in the securities of other entities. Montreux IV Associates, L.L.C. (“Associates”) is a California limited liability company whose principal business is making investments in the securities of other entities. Montreux Equity Partners V, L.P. (“MEP V”) is a Delaware limited partnership whose principal business is making investments in the securities of other entities Montreux Equity Management IV, LLC (“MEM IV”) is a California limited liability company, the sole general partner of MEP IV and the manager of Associates. Montreux Equity Management V, LLC (“MEM V”) is a Delaware limited liability company, the sole general partner of MEP V.

 

     (b) Address or Principal Business Office or, if none, Residence:

One Ferry Building

Suite 255

San Francisco, CA 94111

 

     (c) Citizenship or Place of Organization:

MEP IV, Associates and MEM IV: California.

MEP V and MEM V: Delaware.

 

     (d) Title of Class of Securities:

Common Stock

 

     (e) CUSIP Number:

88883P101

 

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:

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) Amount Beneficially Owned

 

MEP IV

   1,535,758   

MEP V

   100,028   

Associates

   42,908   

MEM IV

   1,578,666 (1)

MEM V

   100,028 (2) 

 

(b) Percent of Class (3)

 

MEP IV

   8.81 % 

MEP V

   0.57 % 

Associates

   0.25 % 

MEM IV

   9.06 % 

MEM V

   0.57 % 

(c)(i) Number of shares to which the person has sole power to vote or direct the vote

 

MEP IV

   0   

MEP V

   0   

Associates

   0   

MEM IV

   0   

MEM V

   0   

(c)(ii) Number of shares to which the person has shared power to vote or direct the vote

 

MEP IV

   1,535,758   

MEP V

   100,028   

Associates

   42,908   

MEM IV

   1,578,666   

MEM V

   100,028   

(c)(iii) Number of shares to which the person has sole power to dispose or direct the disposition of

 

MEP IV

   0   

MEP V

   0   

Associates

   0   

MEM IV

   0   

MEM V

   0   

(c)(iv) Number of shares to which the person has shared power to dispose or direct the disposition of

 

MEP IV

   1,535,758   

MEP V

   100,028   

Associates

   42,908   

MEM IV

   1,578,666   

MEM V

   100,028   

 

(1) MEM IV serves as investment manager to and general partner of MEP IV. By reason of such relationships, MEM IV may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEP IV. Additionally, MEM IV serves as manager of Associates. By reason of this relationship, the MEM IV may also be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by Associates. MEM IV disclaims beneficial ownership of all of such shares.

(2) MEM V serves as investment manager to and general partner of MEP V. By reason of such relationships, MEM V may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEP V. MEM V disclaims beneficial ownership of all of such shares.
(3) Based upon 17,422,927 shares of the Common Stock of the Issuer outstanding as of May 15, 2015 as reported by the Issuer.

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

 

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 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.

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.

Dated: May 15, 2015

 

MONTREUX EQUITY PARTNERS IV, LP
By: Montreux Equity Management IV, LLC, its General Partner
By: /s/ Daniel K. Turner III
    Daniel K. Turner III, Managing Member
MONTREUX IV ASSOCIATES, LLC
By: Montreux Equity Management IV, LLC, its General Partner
By: /s/ Daniel K. Turner III
    Daniel K. Turner III, Managing Member
MONTREUX EQUITY PARTNERS V, LP
By: Montreux Equity Management V, LLC, its General Partner
By: /s/ Daniel K. Turner III
    Daniel K. Turner III, Managing Member

Signature Page to Schedule 13G

Issuer: Tobira Therapeutics, Inc.

EX-1 2 d927785dex1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

AGREEMENT REGARDING

THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

 

  (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

 

  (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: May 15, 2015

 

MONTREUX EQUITY PARTNERS IV, LP
By: Montreux Equity Management IV, LLC, its General Partner
By: /s/ Daniel K. Turner III
    Daniel K. Turner III, Managing Member
MONTREUX IV ASSOCIATES, LLC
By: Montreux Equity Management IV, LLC, its General Partner
By: /s/ Daniel K. Turner III
    Daniel K. Turner III, Managing Member
MONTREUX EQUITY PARTNERS V, LP
By: Montreux Equity Management V, LLC, its General Partner
By: /s/ Daniel K. Turner III
    Daniel K. Turner III, Managing Member