CUSIP No. 15130J 109
|
SC 13D |
Page 2 of 14
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aisling Capital II, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
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
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise
of preferred share purchase warrants expiring on August 5, 2018 (the “Warrants”))
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
3,332,278
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,332,278
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the Securities Exchange Commission (the “SEC”) on February 3, 2012.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 3 of 14
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aisling Capital Partners, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
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
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
3,332,278
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,332,278
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 4 of 14
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aisling Capital Partners LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
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
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
3,332,278
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,332,278
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 5 of 14
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Steve Elms
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
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
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,332,278
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,332,278
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(1)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 6 of 14
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dennis Purcell
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
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
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,332,278
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,332,278
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(1)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 7 of 14
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Schiff
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
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
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,332,278
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,332,278
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(1)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 8 of 14
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
(a)
|
This Schedule 13D is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
|
(i)
|
Aisling Capital II, LP (“Aisling”);
|
(ii)
|
Aisling Capital Partners, LP (“Aisling Partners”), the general partner of Aisling;
|
(iii)
|
Aisling Capital Partners LLC (“Aisling Partners GP”) the general partner of Aisling Partners;
|
(iv)
|
Mr. Dennis Purcell, a managing member of Aisling Partners GP;
|
(v)
|
Mr. Steve Elms, a managing member of Aisling Partners GP;
|
(vi)
|
Mr. Andrew Schiff, a managing member of Aisling Partners GP (together with Mr. Dennis Purcell and Mr. Steve Elms, the “Managers”).
|
|
(b)
|
The principal business address for each of the Reporting Persons is 888 Seventh Avenue, 30th Floor, New York, New York 10106.
|
(c)
|
Aisling was formed in order to engage in the acquiring, holding and disposing of investments in various companies. Aisling Partners is the general partner of Aisling and was formed to act as the general partner of Aisling, to make investments through Aisling and to fulfill such other purposes as may be determined by Aisling from time to time. Aisling Partners GP is the general partner of Aisling Partners and was formed to act as the general partner of Aisling Partners. Dennis Purcell, Steve Elms and Andrew Schiff are the Managers of Aisling Partners GP. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, Aisling Partners, Aisling GP, Mr. Elms, Mr. Purcell and Mr. Schiff each may be deemed to be a beneficial owner of the Common Stock held for the account of Aisling.
|
(d)
|
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
CUSIP No. 15130J 109
|
SC 13D |
Page 9 of 14
|
(e)
|
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
Each of Aisling and Aisling Partners is a Delaware limited partnership. Aisling Partners GP is a Delaware limited liability company. Each of Steven Elms, Dennis Purcell and Andrew Schiff is a United States citizen.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 10 of 14
|
Item 5.
|
Interest in Securities of the Issuer.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 11 of 14
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 12 of 14
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
CUSIP No. 15130J 109
|
SC 13D |
Page 13 of 14
|
|
Exhibit 3:
|
Registration Rights Agreement, dated February 7, 2012, by and among the Issuer and the holders of Common Stock issuable upon the Conversion, as well as holders of the Warrants, listed in Exhibit A thereto, the form of which was filed and incorporated herein by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-177261), filed with the SEC on October 12, 2011.
|
CUSIP No. 15130J 109
|
SC 13D |
Page 14 of 14
|
AISLING CAPITAL II, LP | ||||||
By:
|
Aisling Capital Partners, LP
General Partner
|
|||||
By: |
Aisling Capital Partners LLC
General Partner
|
|||||
By: | /s/ Dennis Purcell | |||||
Name: Dennis Purcell | ||||||
Title: Managing Member | ||||||
|
AISLING CAPITAL PARTNERS, LP | ||||||
By:
|
Aisling Capital Partners LLC
General Partner
|
|||||
By: | /s/ Dennis Purcell | |||||
Name: Dennis Purcell | ||||||
Title: Managing Member | ||||||
|
AISLING CAPITAL PARTNERS LLC | ||||||
By:
|
/s/ Dennis Purcell
|
|||||
Name: Dennis Purcell | ||||||
Title: Managing Member | ||||||
/s/ Steve Elms | ||||||
Steve Elms | ||||||
/s/ Dennis Purcell | ||||||
Dennis Purcell | ||||||
/s/ Andrew Schiff | ||||||
Andrew Schiff | ||||||
|
AISLING CAPITAL II, LP | ||||||
By:
|
Aisling Capital Partners, LP
General Partner
|
|||||
By: |
Aisling Capital Partners LLC
General Partner
|
|||||
By: | /s/ Dennis Purcell | |||||
Name: Dennis Purcell | ||||||
Title: Managing Member | ||||||
|
AISLING CAPITAL PARTNERS, LP | ||||||
By:
|
Aisling Capital Partners LLC
General Partner
|
|||||
By: | /s/ Dennis Purcell | |||||
Name: Dennis Purcell | ||||||
Title: Managing Member | ||||||
|
AISLING CAPITAL PARTNERS LLC | ||||||
By:
|
/s/ Dennis Purcell
|
|||||
Name: Dennis Purcell | ||||||
Title: Managing Member | ||||||
/s/ Steve Elms | ||||||
Steve Elms | ||||||
/s/ Dennis Purcell | ||||||
Dennis Purcell | ||||||
/s/ Andrew Schiff | ||||||
Andrew Schiff | ||||||
|
Very truly yours,
/s/ Lloyd Appel
|
|||
Printed Name:
|
Lloyd Appel, CFO Aisling Capital II LP | ||
Date:
|
10/7/11 |