ZS Pharma, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
98979G 105
|
(CUSIP Number)
|
Larry Randall
|
Alta Partners
|
One Embarcadero Center, Suite 3700
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San Francisco, CA 94111
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(415) 362-4022
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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June 5, 2015
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 98979G 105
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSON
|
|||||
Alta Partners VIII, L.P.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) x
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
WC
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
2,646,643 (a)
|
|||
8
|
SHARED VOTING POWER
|
-0-
|
||||
9
|
SOLE DISPOSITIVE POWER
|
2,646,643 (a)
|
||||
10
|
SHARED DISPOSITIVE POWER
|
-0-
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
2,646,643 (a)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
10.6%
|
||||||
14
|
TYPE OF REPORTING PERSON
|
PN
|
(a)
|
Alta Partners VIII, L.P. (“AP VIII”) has sole voting and dispositive control over 2,646,643 shares of common stock, par value $0.001 per share (“Common Stock”), of ZS Pharma (the “Issuer”), except that Alta Partners Management VIII, LLC (“APM VIII”), the general partner of AP VIII, and Farah Champsi (“Champsi”), Daniel Janney (“Janney”) and Guy Nohra (“Nohra”), managing directors of AP VIII, may be deemed to share dispositive and voting power over such stock.
|
(b)
|
The percentage set forth in row (13) is based on the 24,992,801 outstanding shares of Common Stock as of May 8, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the Securities and Exchange Commission by the Issuer.
|
CUSIP No. 98979G 105
|
Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Alta Partners Management VIII, LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) x
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
AF
|
||||
5
|
CHECK BOX 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-
|
|||
8
|
SHARED VOTING POWER
|
2,646,643(c)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
|
2,646,643 (c)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
2,646,643 (c)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
10.6% (d)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
OO
|
(c)
|
APM VIII is the general partner of AP VIII and shares voting and dispositive power over the shares of Common Stock held by AP VIII.
|
(d)
|
The percentage set forth in row (13) is based on the 24,992,801 outstanding shares of Common Stock as of May 8, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the Securities and Exchange Commission by the Issuer.
|
CUSIP No. 98979G 105
|
Page 4 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Farah Champsi
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) x
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S.A.
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
-0-
|
|||
8
|
SHARED VOTING POWER
|
2,646,643 (e)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
|
2,646,643 (e)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
2,646,643 (e)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
10.6% (f)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
IN
|
(e)
|
Champsi is a managing director of APM VIII and may be deemed to share voting and dispositive control over the shares of Common Stock held by AP VIII.
|
(f)
|
The percentage set forth in row (13) is based on the 24,992,801 outstanding shares of Common Stock as of May 8, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the Securities and Exchange Commission by the Issuer.
|
CUSIP No. 98979G 105
|
Page 5 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Daniel Janney
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) x
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S.A.
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
-0-
|
|||
8
|
SHARED VOTING POWER
|
2,646,643 (g)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
|
2,646,643 (g)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
2,646,643 (g)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
10.6% (h)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
IN
|
(g)
|
Janney is a managing director of APM VIII and may be deemed to share voting and dispositive control over the shares of Common Stock held by AP VIII.
|
(h)
|
The percentage set forth in row (13) is based on the 24,992,801 outstanding shares of Common Stock as of May 8, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the Securities and Exchange Commission by the Issuer.
|
CUSIP No. 98979G 105
|
Page 6 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Guy Nohra
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) x
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S.A.
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
-0-
|
|||
8
|
SHARED VOTING POWER
|
2,646,643 (i)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
|
2,646,643 (i)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
2,646,643 (i)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
10.6% (j)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
IN
|
(i)
|
Nohra is a managing director of APM VIII and may be deemed to share voting and dispositive control over the shares of Common Stock held by AP VIII.
|
(j)
|
The percentage set forth in row (13) is based on the 24,992,801 outstanding shares of Common Stock as of May 8, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the Securities and Exchange Commission by the Issuer.
|
CUSIP No. 98979G 105
|
Page 7 of 9 Pages
|
Explanatory Note
|
|
Item 4.
|
Purpose of Transaction.
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Item 5.
|
Interest in Securities of the Issuer.
|
Item 5(c) of the Amended Schedule 13D is hereby further amended and supplemented by adding the following at the end of the table therein:
|
||||
Date
|
Number of Shares
|
Weighted Average
Sale Price Per Share
|
||
June 3, 2015
|
23,189
|
$56.60
|
||
June 4, 2015
|
88,408
|
$57.48
|
||
June 5, 2015
|
164,227
|
$57.88
|
||
June 8, 2015
|
11,200
|
$57.53
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit A:
|
Joint Filing Statement.
|
CUSIP No. 98979G 105
|
Page 8 of 9 Pages
|
Date:
|
June 9, 2015
|
ALTA PARTNERS VIII, L.P.
|
ALTA PARTNERS MANAGEMENT VIII, LLC
|
|||
By:
|
Alta Partners Management VIII, LLC
|
|||
By:
|
/s/ Daniel Janney
|
By:
|
/s/ Daniel Janney
|
|
Daniel Janney, Managing Director
|
Daniel Janney, Managing Director
|
/s/ Farah Champsi
|
Farah Champsi
|
/s/ Daniel Janney
|
Daniel Janney
|
/s/ Guy Nohra
|
Guy Nohra
|
CUSIP No. 98979G 105
|
Page 9 of 9 Pages
|
Date:
|
June 9, 2015
|
ALTA PARTNERS VIII, L.P.
|
ALTA PARTNERS MANAGEMENT VIII, LLC
|
|||
By:
|
Alta Partners Management VIII, LLC
|
|||
By:
|
/s/ Daniel Janney
|
By:
|
/s/ Daniel Janney
|
|
Daniel Janney, Managing Director
|
Daniel Janney, Managing Director
|
/s/ Farah Champsi
|
Farah Champsi
|
/s/ Daniel Janney
|
Daniel Janney
|
/s/ Guy Nohra
|
Guy Nohra
|