¨
|
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.
|
CUSIP No. 53630X104 | Page 2 of 16 |
1.
|
Name of Reporting Persons
Venrock Healthcare Capital Partners, L.P.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (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
1,269,9212
|
||||
7.
|
Sole Dispositive Power
0
|
||||
8.
|
Shared Dispositive Power
1,269,9212
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,269,9212
|
||||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||||
11.
|
Percent of Class Represented by Amount in Row (9)
7.0%3
|
||||
12.
|
Type of Reporting Person (See Instructions)
PN
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.
|
2
|
Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.
|
3
|
This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
|
CUSIP No. 53630X104 | Page 3 of 16 |
1.
|
Name of Reporting Persons
VHCP Co-Investment Holdings, LLC
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (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
1,269,9212
|
||||
7.
|
Sole Dispositive Power
0
|
||||
8.
|
Shared Dispositive Power
1,269,9212
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,269,9212
|
||||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||||
11.
|
Percent of Class Represented by Amount in Row (9)
7.0%3
|
||||
12.
|
Type of Reporting Person (See Instructions)
OO
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.
|
2
|
Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.
|
3
|
This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
|
CUSIP No. 53630X104 | Page 4 of 16 |
1.
|
Name of reporting persons
Venrock Healthcare Capital Partners II, L.P.
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) x1 (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
1,269,9212
|
|||
7.
|
|
Sole dispositive power
0
|
|||
8.
|
|
Shared dispositive power
1,269,9212
|
|||
9.
|
Aggregate amount beneficially owned by each reporting person
1,269,9212
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
|
||||
11.
|
Percent of class represented by amount in Row (9)
7.0%3
|
||||
12.
|
Type of reporting person (see instructions)
PN
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.
|
2
|
Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.
|
3
|
This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
|
CUSIP No. 53630X104 | Page 5 of 16 |
1.
|
Name of reporting persons
VHCP Co-Investment Holdings II, LLC
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) x1 (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
1,269,9212
|
|||
7.
|
|
Sole dispositive power
0
|
|||
8.
|
|
Shared dispositive power
1,269,9212
|
|||
9.
|
Aggregate amount beneficially owned by each reporting person
1,269,9212
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
|
||||
11.
|
Percent of class represented by amount in Row (9)
7.0%3
|
||||
12.
|
Type of reporting person (see instructions)
OO
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.
|
2
|
Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.
|
3
|
This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
|
CUSIP No. 53630X104 | Page 6 of 16 |
1.
|
Name of Reporting Persons
VHCP Management, LLC
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (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
1,269,9212
|
||||
7.
|
Sole Dispositive Power
0
|
||||
8.
|
Shared Dispositive Power
1,269,9212
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,269,9212
|
||||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||||
11.
|
Percent of Class Represented by Amount in Row (9)
7.0%3
|
||||
12.
|
Type of Reporting Person (See Instructions)
OO
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.
|
2
|
Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.
|
3
|
This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
|
CUSIP No. 53630X104 | Page 7 of 16 |
1.
|
Name of reporting persons
VHCP Management II, LLC
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) x1 (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
1,269,9212
|
|||
7.
|
|
Sole dispositive power
0
|
|||
8.
|
|
Shared dispositive power
1,269,9212
|
|||
9.
|
Aggregate amount beneficially owned by each reporting person
1,269,9212
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
|
||||
11.
|
Percent of class represented by amount in Row (9)
7.0%3
|
||||
12.
|
Type of reporting person (see instructions)
OO
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.
|
2
|
Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.
|
3
|
This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
|
CUSIP No. 53630X104 | Page 8 of 16 |
1.
|
Name of Reporting Persons
Hove, Anders
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (b) ¨
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
0
|
|||
6.
|
Shared Voting Power
1,269,9212
|
||||
7.
|
Sole Dispositive Power
0
|
||||
8.
|
Shared Dispositive Power
1,269,9212
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,269,9212
|
||||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||||
11.
|
Percent of Class Represented by Amount in Row (9)
7.0%3
|
||||
12.
|
Type of Reporting Person (See Instructions)
IN
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.
|
2
|
Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.
|
3
|
This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
|
CUSIP No. 53630X104 | Page 9 of 16 |
1.
|
Name of Reporting Persons
Koh, Bong
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (b) ¨
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
0
|
|||
6.
|
Shared Voting Power
1,269,9212
|
||||
7.
|
Sole Dispositive Power
0
|
||||
8.
|
Shared Dispositive Power
1,269,9212
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,269,9212
|
||||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||||
11.
|
Percent of Class Represented by Amount in Row (9)
7.0%3
|
||||
12.
|
Type of Reporting Person (See Instructions)
IN
|
1
|
Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.
|
2
|
Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.
|
3
|
This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
|
CUSIP No. 53630X104 | Page 10 of 16 |
(a)
|
Name of Issuer
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
(a)
|
Name of Person Filing
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
New York Office:
|
Palo Alto Office:
|
Boston Office:
|
||
530 Fifth Avenue
|
3340 Hillview Avenue
|
470 Atlantic Avenue
|
||
22nd Floor
|
Palo Alto, CA 94304
|
4th Floor
|
||
New York, NY 10036
|
Boston, MA 02210
|
(c)
|
Citizenship
|
(d)
|
Title of Class of Securities
|
(e)
|
CUSIP Number
|
CUSIP No. 53630X104 | Page 11 of 16 |
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:
|
Item 4.
|
Ownership
|
(a)
|
Amount Beneficially Owned as of December 31, 2015:
|
Venrock Healthcare Capital Partners, L.P.
|
1,269,921
|
(1)
|
||
VHCP Co-Investment Holdings, LLC
|
1,269,921
|
(1)
|
||
Venrock Healthcare Capital Partners II, L.P.
|
1,269,921
|
(1)
|
||
VHCP Co-Investment Holdings II, LLC
|
1,269,921
|
(1)
|
||
VHCP Management, LLC
|
1,269,921
|
(1)
|
||
VHCP Management II, LLC
|
1,269,921
|
(1)
|
||
Anders Hove
|
1,269,921
|
(1)
|
||
Bong Koh
|
1,269,921
|
(1)
|
(b)
|
Percent of Class as of December 31, 2015:
|
Venrock Healthcare Capital Partners, L.P.
|
7.0
|
%
|
||
VHCP Co-Investment Holdings, LLC
|
7.0
|
%
|
||
Venrock Healthcare Capital Partners II, L.P.
|
7.0
|
%
|
||
VHCP Co-Investment Holdings II, LLC
|
7.0
|
%
|
||
VHCP Management, LLC
|
7.0
|
%
|
||
VHCP Management II, LLC
|
7.0
|
%
|
||
Anders Hove
|
7.0
|
%
|
||
Bong Koh
|
7.0
|
%
|
(c)
|
Number of shares as to which the person has, as of December 31, 2015:
|
(i)
|
Sole power to vote or to direct the vote
|
Venrock Healthcare Capital Partners, L.P.
|
0
|
||
VHCP Co-Investment Holdings, LLC
|
0
|
||
Venrock Healthcare Capital Partners II, L.P.
|
0
|
||
VHCP Co-Investment Holdings II, LLC
|
0
|
||
VHCP Management, LLC
|
0
|
||
VHCP Management II, LLC
|
0
|
||
Anders Hove
|
0
|
||
Bong Koh
|
0
|
CUSIP No. 53630X104 | Page 12 of 16 |
(ii)
|
Shared power to vote or to direct the vote
|
Venrock Healthcare Capital Partners, L.P.
|
1,269,921
|
(1)
|
||
VHCP Co-Investment Holdings, LLC
|
1,269,921
|
(1)
|
||
Venrock Healthcare Capital Partners II, L.P.
|
1,269,921
|
(1)
|
||
VHCP Co-Investment Holdings II, LLC
|
1,269,921
|
(1)
|
||
VHCP Management, LLC
|
1,269,921
|
(1)
|
||
VHCP Management II, LLC
|
1,269,921
|
(1)
|
||
Anders Hove
|
1,269,921
|
(1)
|
||
Bong Koh
|
1,269,921
|
(1)
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
Venrock Healthcare Capital Partners, L.P.
|
0
|
||
VHCP Co-Investment Holdings, LLC
|
0
|
||
Venrock Healthcare Capital Partners II, L.P.
|
0
|
||
VHCP Co-Investment Holdings II, LLC
|
0
|
||
VHCP Management, LLC
|
0
|
||
VHCP Management II, LLC
|
0
|
||
Anders Hove
|
0
|
||
Bong Koh
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
Venrock Healthcare Capital Partners, L.P.
|
1,269,921
|
(1)
|
||
VHCP Co-Investment Holdings, LLC
|
1,269,921
|
(1)
|
||
Venrock Healthcare Capital Partners II, L.P.
|
1,269,921
|
(1)
|
||
VHCP Co-Investment Holdings II, LLC
|
1,269,921
|
(1)
|
||
VHCP Management, LLC
|
1,269,921
|
(1)
|
||
VHCP Management II, LLC
|
1,269,921
|
(1)
|
||
Anders Hove
|
1,269,921
|
(1)
|
||
Bong Koh
|
1,269,921
|
(1)
|
(1)
|
These shares are owned directly as follows: 718,490 shares are owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares are owned by VHCP Co-Investment Holdings, LLC, 298,846 shares are owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares are owned by VHCP Co-Investment Holdings II, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP Co-Investment Holdings, LLC. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. Messrs. Hove and Koh are the managing members of VHCP Management, LLC and VHCP Management II, LLC.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
CUSIP No. 53630X104 | Page 13 of 16 |
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of a Group
|
Item 10.
|
Certification
|
CUSIP No. 53630X104 | Page 14 of 16 |
Venrock Healthcare Capital Partners, L.P.
|
VHCP Co-Investment Holdings, LLC
|
|||||||||||
By:
|
VHCP Management, LLC,
|
By:
|
VHCP Management, LLC,
|
|||||||||
its General Partner
|
its Manager
|
|||||||||||
By:
|
/s/ David L. Stepp
|
By:
|
/s/ David L. Stepp
|
|||||||||
Name:
|
David L. Stepp
|
Name:
|
David L. Stepp
|
|||||||||
Title:
|
Authorized Signatory
|
Title:
|
Authorized Signatory
|
|||||||||
VHCP Management, LLC
|
||||||||||||
By:
|
/s/ David L. Stepp
|
|||||||||||
Name:
|
David L. Stepp
|
|||||||||||
Title:
|
Authorized Signatory
|
|||||||||||
/s/ David L. Stepp, as attorney-in-fact
|
||||||||||||
Anders Hove
|
||||||||||||
/s/ David L. Stepp, as attorney-in-fact
|
||||||||||||
Bong Koh
|
Venrock Healthcare Capital Partners II, L.P.
|
VHCP Co-Investment Holdings II, LLC
|
|||||||||||
By:
|
VHCP Management II, LLC,
|
By:
|
VHCP Management II, LLC,
|
|||||||||
its General Partner
|
its Manager
|
|||||||||||
By:
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/s/ David L. Stepp
|
By:
|
/s/ David L. Stepp
|
|||||||||
Name:
|
David L. Stepp
|
Name:
|
David L. Stepp
|
|||||||||
Title:
|
Authorized Signatory
|
Title:
|
Authorized Signatory
|
|||||||||
CUSIP No. 53630X104 | Page 15 of 16 |
VHCP Management II, LLC
|
||||||||||||
By:
|
/s/ David L. Stepp
|
|||||||||||
Name:
|
David L. Stepp
|
|||||||||||
Title:
|
Authorized Signatory
|
CUSIP No. 53630X104 | Page 16 of 16 |
A:
|
Joint Filing Agreement (Incorporated by reference from Exhibit A to Schedule 13G filed on February 13, 2015)
|
B:
|
Power of Attorney for Anders Hove (Incorporated by reference from Exhibit B to Schedule 13G filed on February 13, 2015)
|
C:
|
Power of Attorney for Bong Koh (Incorporated by reference from Exhibit C to Schedule 13G filed on February 13, 2015)
|