UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Aratana Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03874P 10 1
(CUSIP Number)
Ansbert Gadicke
MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Telephone: (617) 425-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 2, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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).
Page 1
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures V, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
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) ¨
| |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
4,188,027 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
4,188,027 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,188,027 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
20.2%(2) | |||||
14. | Type of Reporting Person (See Instructions)
PN |
(1) | This schedule is filed by MPM BioVentures V, L.P. (BV V), MPM Asset Management Investors BV5 LLC (AM LLC), MPM BioVentures V GP LLC (BV V GP), MPM BioVentures V LLC (BV V LLC) (collectively, the MPM Entities) and Ansbert Gadicke, Luke Evnin, Todd Foley, James Paul Scopa, Vaughn Kailian and John Vander Vort (collectively, the Listed Persons and together with the MPM Entities, the Filing Persons). The Listed Persons are members of BV V LLC and AM LLC. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 2
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
MPM Asset Management Investors BV5 LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
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) ¨
| |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
163,021 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
163,021 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
163,021 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.8%(2) | |||||
14. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 3
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures V GP LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
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) ¨
| |||||
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
4,188,027(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
4,188,027(2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,188,027(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
20.2%(3) | |||||
14. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | Represents shares of Common Stock held by BV V. BV V GP and BV V LLC are the direct and indirect general partners of BV V. |
(3) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 4
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures V LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
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) ¨
| |||||
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
4,351,048(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
4,351,048(2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,048(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
21.0%(3) | |||||
14. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | Includes 4,188,027 shares of Common Stock held by BV V and 163,021 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. |
(3) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 5
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Ansbert Gadicke | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
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
4,351,048(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
4,351,048(2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,048(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
21.0%(3) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | Includes 4,188,027 shares of Common Stock held by BV V and 163,021 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
(3) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 6
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Luke Evnin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
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
4,351,048(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
4,351,048(2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,048(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
21.0%(3) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | Includes 4,188,027 shares of Common Stock held by BV V and 163,021 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
(3) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 7
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Todd Foley | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
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
4,351,048(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
4,351,048(2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,048(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
21.0%(3) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | Includes 4,188,027 shares of Common Stock held by BV V and 163,021 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
(3) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 8
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
James Paul Scopa | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
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
4,351,048(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
4,351,048(2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,048(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
21.0%(3) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | Includes 4,188,027 shares of Common Stock held by BV V and 163,021 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
(3) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 9
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Vaughn M. Kailian | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
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
4,351,048(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
4,351,048(2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,048(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
21.0%(3) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | Includes 4,188,027 shares of Common Stock held by BV V and 163,021 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
(3) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 10
CUSIP No. 03874P 10 1 |
1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
John Vander Vort | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x(1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
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
4,351,048(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
4,351,048(2) | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,048(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
21.0%(3) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a group for purposes of this Schedule 13D. |
(2) | Includes 4,188,027 shares of Common Stock held by BV V and 163,021 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
(3) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
Page 11
Item 1. | Security and Issuer. |
This Schedule 13D (this Schedule 13D) relates to the common stock, par value $0.001 per share (the Common Stock), of Aratana Therapeutics, Inc. (the Issuer). The Issuers principal executive office is located at 1901 Olathe Boulevard, Kansas City, KS 66103.
Item 2. | Identity and Background |
(a) The entities and persons filing this statement are MPM BioVentures V, L.P. (BV V), MPM Asset Management Investors BV5 LLC (AM LLC), MPM BioVentures V GP LLC (BV V GP), MPM BioVentures V LLC (BV V LLC) (collectively, the MPM Entities) and Ansbert Gadicke, Luke Evnin, Todd Foley, James Paul Scopa, Vaughn Kailian and John Vander Vort (collectively, the Listed Persons and together with the MPM Entities, the Filing Persons).
(b) The address of the principal place of business for each of the MPM Entities and Ansbert Gadicke, Luke Evnin, Vaughn Kailian, Todd Foley and John Vander Vort is The John Hancock Tower, 200 Clarendon Street, 54th Floor, Boston, MA 02116 and the address of the principal place of business for James Paul Scopa is 601 Gateway Blvd., Suite 350, S. San Francisco, CA 94080.
(c) The principal business of each of the Filing Persons is the venture capital investment business.
(d) During the last five years, none of the Filing Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filing Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 the Listed Persons is a United States citizen and each of the MPM Entities is a Delaware limited partnership or limited liability company.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managers and each other person controlling the general partners of the MPM Entities required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.
Item 3. | Source and Amount of Funds or Other Consideration |
On June 26, 2013, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-187372) in connection with its initial public offering of 5,750,000 shares of Common Stock was declared effective. The closing of the offering took place on July 2, 2013, and at such closing the MPM Entities purchased an aggregate of 500,000 shares of Common Stock at the initial public offering price of $6.00 per share. The source of funds for such purchase was the working capital of the MPM Entities and capital contributions made to the MPM Entities by its partners.
Page 12
Item 4. | Purpose of Transaction |
The MPM Entities purchased the shares of Common Stock of the Issuer in the initial public offering for investment purposes.
John Vander Vort is a member of the Board of Directors of the Issuer and is also a member of BV V LLC.
Subject to applicable legal requirements, one or more of the Filing Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuers business, prospects and financial condition, the market for the Issuers securities, other developments concerning the Issuer, the reaction of the Issuer to the Filing Persons ownership of the Issuers securities, other opportunities available to the Filing Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Filing Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Filing Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.
Other than as described above in this Item 4, none of the Filing Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) any changes in the Issuers charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.
Page 13
Item 5. | Interest in Securities of the Issuer |
(a) (b) The following information with respect to the ownership of the Common Stock of the Issuer by the Filing Persons is provided as of August 6, 2013:
Reporting Person |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (1) |
|||||||||||||||||||||
BV V |
4,188,027 | 4,188,027 | 0 | 4,188,027 | 0 | 4,188,027 | 20.2 | % | ||||||||||||||||||||
AM LLC |
163,021 | 163,021 | 0 | 163,021 | 0 | 163,021 | 0.8 | % | ||||||||||||||||||||
BV V GP(2) |
0 | 0 | 4,188,027 | 0 | 4,188,027 | 4,188,027 | 20.2 | % | ||||||||||||||||||||
BV V LLC(3) |
0 | 0 | 4,351,048 | 0 | 4,351,048 | 4,351,048 | 21.0 | % | ||||||||||||||||||||
Ansbert Gadicke(4) |
0 | 0 | 4,351,048 | 0 | 4,351,048 | 4,351,048 | 21.0 | % | ||||||||||||||||||||
Luke Evnin(4) |
0 | 0 | 4,351,048 | 0 | 4,351,048 | 4,351,048 | 21.0 | % | ||||||||||||||||||||
Steven St. Peter(4) |
0 | 0 | 4,351,048 | 0 | 4,351,048 | 4,351,048 | 21.0 | % | ||||||||||||||||||||
Todd Foley(4) |
0 | 0 | 4,351,048 | 0 | 4,351,048 | 4,351,048 | 21.0 | % | ||||||||||||||||||||
James Paul Scopa(4) |
0 | 4,351,048 | 0 | 4,351,048 | 4,351,048 | 21.0 | % | |||||||||||||||||||||
Vaughn Kailian(4) |
0 | 4,351,048 | 0 | 4,351,048 | 4,351,048 | 21.0 | % | |||||||||||||||||||||
John Vander Vort(4) |
0 | 0 | 4,351,048 | 0 | 4,351,048 | 4,351,048 | 21.0 | % |
(1) | This percentage is calculated based upon 20,722,266 shares of the Issuers common stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, which is the shares of the Issuers Common Stock outstanding upon completion of the Issuers initial public offering, as set forth in the Issuers final prospectus dated June 26, 2013 with respect to such offering, filed with the Securities and Exchange Commission on June 27, 2013. |
(2) | Includes securities held by BV V. BV V GP and BV V LLC are the direct and indirect general partners of BV V. |
(3) | Includes securities held by BV V and AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. |
(4) | Includes securities held by BV V and AM LLC. The Reporting Person is a member of BV V LLC. |
(c) The information provided in Item 3 is hereby incorporated by reference. In addition, on July 2, 2013, the MPM Entities acquired an aggregate of 3,434,614 shares of Common Stock of the Issuer upon the automatic conversion of preferred stock of the Issuer in connection with the closing of the Issuers initial public offering and an aggregate of 235,929 shares of Common Stock in connection with the satisfaction of accumulated and unpaid dividends.
Each Filing Person disclaims membership in a group. Each Filing Person also disclaims beneficial ownership of any shares of the Issuer, except for the shares set forth in the table above next to the respective Filing Persons name in subsection (b) of this Item 5.
(d) Inapplicable.
(e) Inapplicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Investor Rights Agreement
The MPM Entities and other stockholders of the Issuer have entered into a Second Amended and Restated Investors Rights Agreement dated December 28, 2012, as amended (the Investor Rights Agreement) with the Issuer. Subject to the terms of the Investor Rights Agreement, holders of shares having registration rights (Registrable Securities) can demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing.
Demand Registration Rights
If, at any time after December 26, 2013, the Issuer shall receive a written request from the Holders (as defined in the Investor Rights Agreement) of at least a majority of the Registrable Securities then outstanding (the Initiating Holders) that the Issuer file a Form S-1 registration statement under the Securities Act of 1933 (the Securities Act), then the Issuer shall (i) within thirty (30) days after the date such request is given, give notice thereof (the Demand Notice) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within thirty (30) days after the mailing of such notice by the Issuer, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders.
Page 14
The Issuer shall not be obligated to effect, or to take any action to effect, any demand registration after the Issuer has effected two Form S-1 demand registrations.
Form S-3 Demand Registration Rights
If at any time when it is eligible to use a Form S-3 registration statement, the Issuer receives a request from Holders of the Registrable Securities then outstanding that the Issuer file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $1,000,000, then the Issuer shall (i) within fifteen (15) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders.
The Issuer shall not be obligated to effect, or to take any action to effect, any Form S-3 demand registration if the Issuer has effected two Form S-3 demand registrations within the twelve month period immediately preceding the date of such request.
Piggyback Registration Rights
If the Issuer proposes to register any of its stock in connection with the public offering of such securities by the Issuer or on behalf of selling stockholders, the Issuer shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder, the Issuer shall, subject to the certain limitations, use its reasonable best efforts to cause to be registered all of the Registrable Securities that each such Holder has requested to be registered.
Expenses of Registration
Subject to certain limitations, the Issuer will pay all registration expenses, other than underwriting discounts and commissions, related to any registration effected pursuant to the Investor Rights Agreement.
Indemnification
The Investor Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to the Issuer, and the selling stockholders are obligated to indemnify the Issuer for material misstatements or omissions attributable to them.
Termination
No Holder shall be entitled to exercise any registration rights after the fifth anniversary of the Issuers initial public offering.
Lock-up Agreements
The MPM Entities and Mr. Vander Vort, along with all of the Issuers officers, directors, and holders of substantially all of the Issuers common stock, have entered into letter agreements (the Lock-up Agreements), whereby they have agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of or hedge any of its common stock or securities convertible into or exchangeable for shares of common stock for a 180-day period beginning on June 26, 2013 and ending on December 23, 2013 except with the prior written consent of Stifel, Nicolaus & Company and Lazard Capital Markets LLC on behalf of the underwriters.
Page 15
The foregoing description of the terms of the Investor Rights Agreement and the Lock-up Agreement is intended as a summary only and is qualified in its entirety by reference to the Investor Rights Agreement and Form of Lock-up Agreement, which are filed as exhibits to this Schedule 13D and incorporated by reference herein.
Other than as described in this Schedule 13D, to the best of the Filing Persons knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
A. | Second Amended and Restated Investors Rights Agreement by and among the Issuer and each of the investors listed on Exhibit A thereto, dated as of December 28, 2012, as amended (incorporated by reference to Exhibit 10.1 to the Issuers Registration Statement on Form S-1 (SEC File No. 333-187372), filed with the SEC on May 23, 2013). |
B. | Form of Lock-up Agreement |
C. | Agreement regarding filing of joint Schedule 13D. |
Page 16
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.
Date: August 6, 2013
MPM BIOVENTURES V GP LLC | ||
By: | MPM BioVentures V LLC, its Managing Member | |
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
Title: | Member | |
MPM BIOVENTURES V LLC | ||
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
Title: | Member | |
MPM BIOVENTURES V, L.P. | ||
By: | MPM BioVentures V GP LLC, its General Partner | |
By: | MPM BioVentures V LLC, its Managing Member | |
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
Title: | Member | |
MPM ASSET MANAGEMENT INVESTORS BV5 LLC | ||
By: | MPM BioVentures V LLC | |
Its: Manager | ||
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
Title: | Member | |
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
By: | /s/ Luke Evnin | |
Name: | Luke Evnin | |
By: | /s/ Todd Foley | |
Name: | Todd Foley |
Page 17
By: | /s/ James Paul Scopa | |
Name: | James Paul Scopa | |
By: | /s/ Vaughn M. Kailian | |
Name: | Vaughn M. Kailian | |
By: | /s/ John Vander Vort | |
Name: | John Vander Vort |
Page 18
Schedule I
General Partners/Members
Ansbert Gadicke
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM BioVentures V, L.P. and member of the manager of MPM Asset Management Investors BV5 LLC.
Citizenship: USA
Luke Evnin
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM BioVentures V, L.P. and member of the manager of MPM Asset Management Investors BV5 LLC.
Citizenship: USA
Todd Foley
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM BioVentures V, L.P. and member of the manager of MPM Asset Management Investors BV5 LLC.
Citizenship: USA
James Paul Scopa
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the managing member of the general partner of MPM BioVentures V, L.P. and member of the manager of MPM Asset Management Investors BV5 LLC.
Citizenship: USA
Vaughn M. Kailian
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM BioVentures V, L.P. and member of the manager of MPM Asset Management Investors BV5 LLC.
Citizenship: USA
John Vander Vort
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
Principal Occupation: Member of the managing member of the general partner of MPM BioVentures V, L.P. and member of the manager of MPM Asset Management Investors BV5 LLC.
Citizenship: USA
Page 19
Exhibit Index
A. | Second Amended and Restated Investors Rights Agreement by and among the Issuer and each of the investors listed on Exhibit A thereto, dated as of December 28, 2012, as amended (incorporated by reference to Exhibit 10.1 to the Issuers Registration Statement on Form S-1 (SEC File No. 333-187372), filed with the SEC on May 23, 2013). |
B. | Form of Lock-up Agreement |
C. | Agreement regarding filing of joint Schedule 13D. |
Page 20
Exhibit B
FORM OF LOCK-UP AGREEMENT
ARATANA THERAPEUTICS, INC.
1901 Olathe Blvd.
Kansas City, KS 66103
STIFEL, NICOLAUS & COMPANY, INCORPORATED
LAZARD CAPITAL MARKETS LLC
c/o Stifel, Nicolaus & Company, Incorporated
237 Park Ave, 8th Floor
New York, NY 10017
and
c/o Lazard Capital Markets LLC
30 Rockefeller Plaza
New York, NY 10020
Ladies and Gentlemen:
The undersigned refers to the proposed Underwriting Agreement (the Underwriting Agreement) among Aratana Therapeutics, Inc., a Delaware corporation (the Company), Stifel, Nicolaus & Company, Incorporated, Lazard Capital Markets LLC (together with Stifel, Nicolaus & Company, Incorporated, the Representatives) and the several underwriters named therein (the Underwriters). As an inducement to the Underwriters to execute the Underwriting Agreement in connection with the proposed public offering of shares of the Companys common stock, par value $0.001 per share (Common Stock), pursuant to a Registration Statement on Form S-1, the undersigned hereby agrees that from the public offering date set forth on the final prospectus used to sell the Common Stock (the Public Offering Date) pursuant to the Underwriting Agreement and until 180 days after the Public Offering Date (such 180-day period being referred to herein as the Lock-Up Period), the undersigned will not (and will use reasonable best efforts to cause any spouse, domestic partner or immediate family member of the spouse, domestic partner or the undersigned living in the undersigneds household, any partnership, corporation, limited liability company or other entity within the undersigneds control, and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse, domestic partner or immediate family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open put equivalent position within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representatives on behalf of the Underwriters, which consent may be withheld in the Representatives sole discretion. For purposes of this Agreement, immediate family member shall mean any relation by blood, marriage or adoption, not more remote than first cousin.
If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
Page 21
The foregoing restrictions shall not apply to (a) bona fide gifts by the undersigned, (b) the surrender or forfeiture of shares of Common Stock to the Company to satisfy tax withholding obligations upon exercise or vesting of stock options or equity awards; (c) transfers of Common Stock or any security convertible into or exercisable for Common Stock to an immediate family member, an immediate family member of a domestic partner or a trust for the benefit of the undersigned, a domestic partner or an immediate family member or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned, a domestic partner and/or one or more family members of the undersigned or the undersigneds domestic partner in a transaction not involving a disposition for value, (d) transfers of Common Stock or any security convertible into or exercisable for Common Stock upon death by will or intestate succession, (e) the exercise of any option, warrant or other right to acquire shares of Common Stock, the settlement of any stock-settled stock appreciation rights, restricted stock or restricted stock units, or the conversion of any convertible security into securities of the Company, (f) securities transferred to one or more affiliates of the undersigned and distributions of securities to partners, members or stockholders of the undersigned, (g) transactions relating to securities acquired in open market transactions after the Public Offering Date, (h) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or other dispositions of Common Stock during the Lock-Up Period, and (i) any shares of Common Stock purchased by the undersigned in the offering contemplated by the Underwriting Agreement; provided that, in the case of a transfer or distribution pursuant to the preceding clauses (a), (c), (d) or (f), each resulting transferee of the Companys securities agrees in writing prior to such transfer to be bound by the terms of this Agreement as if it were a party hereto.
In addition, the undersigned agrees that, during the period commencing on the date hereof and ending 180 days after the Public Offering Date, without the prior written consent of the Representatives on behalf of the Underwriters (which consent may be withheld in its sole discretion): (a) the undersigned will not request, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, and (b) the undersigned waives any and all notice requirements and rights with respect to the registration of any such security pursuant to any agreement, understanding or otherwise to which the undersigned is a party. In addition, the undersigned hereby waives any and all preemptive rights, participation rights, resale rights, rights of first refusal and similar rights that the undersigned may have in connection with the offering contemplated by the Underwriting Agreement or with any issuance or sale by the Company of any equity or other securities before such offering.
Any Common Stock received upon exercise of options, warrants or any securities convertible into or exchangeable or exercisable for Common Stock granted to the undersigned will also be subject to this Agreement.
In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to (a) decline to make any transfer of shares of Common Stock if such transfer would constitute a violation or breach of this Agreement and (b) place legends and stop transfer instructions on any such shares of Common Stock owned or beneficially owned by the undersigned.
This Agreement is irrevocable and shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to choice of law rules. This Agreement shall lapse and become null and void (a) if the Public Offering Date shall not have occurred on or before the earliest of (i) such time as the Representatives, on the one hand, or the Company, on the other hand, advises the other in writing, prior to the execution of the Underwriting Agreement that it has determined not to proceed with the Public Offering, (ii) termination of the Underwriting Agreement or (iii) on August 31, 2013, in the event the Underwriting Agreement has not been executed by that date (provided, however, that the Company may extend the August 31, 2013 date by three months with written notice to the undersigned prior thereto).
Very truly yours, | ||
| ||
Printed Name: |
| |
Date: |
|
Page 22
Exhibit C
Joint Filing Statement
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the equity securities of Aratana Therapeutics, Inc. is filed on behalf of each of the undersigned.
Date: August 6, 2013
MPM BIOVENTURES V GP LLC | ||
By: | MPM BioVentures V LLC, its Managing Member | |
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
Title: | Member | |
MPM BIOVENTURES V LLC | ||
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
Title: | Member | |
MPM BIOVENTURES V, L.P. | ||
By: | MPM BioVentures V GP LLC, its General Partner | |
By: | MPM BioVentures V LLC, its Managing Member | |
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
Title: | Member | |
MPM ASSET MANAGEMENT INVESTORS BV5 LLC | ||
By: | MPM BioVentures V LLC Its: Manager | |
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke | |
Title: | Member | |
By: | /s/ Ansbert Gadicke | |
Name: | Ansbert Gadicke |
Page 23
By: | /s/ Luke Evnin | |
Name: | Luke Evnin | |
By: | /s/ Todd Foley | |
Name: | Todd Foley | |
By: | /s/ James Paul Scopa | |
Name: | James Paul Scopa | |
By: | /s/ Vaughn M. Kailian | |
Name: | Vaughn M. Kailian | |
By: | /s/ John Vander Vort | |
Name: | John Vander Vort |
Page 24