SC 13G

0001193125-14-054169.txt : 20140214 0001193125-14-054169.hdr.sgml : 20140214 20140214140804 ACCESSION NUMBER: 0001193125-14-054169 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: AGECHEM FINANCIAL INC. GROUP MEMBERS: ELIZABETH DOUVILLE GROUP MEMBERS: INES HOLZBAUR GROUP MEMBERS: LOUIS LACASSE GROUP MEMBERS: MARTIAL LACROIX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Conatus Pharmaceuticals Inc CENTRAL INDEX KEY: 0001383701 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203183915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87858 FILM NUMBER: 14614526 BUSINESS ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 558-8130 MAIL ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AGECHEM VENTURE FUND L.P. CENTRAL INDEX KEY: 0001600156 IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 WESTMOUNT SQUARE STREET 2: SUITE 800 CITY: MONTREAL STATE: A8 ZIP: H3Z 2P9 BUSINESS PHONE: (514) 849-7994 MAIL ADDRESS: STREET 1: 1 WESTMOUNT SQUARE STREET 2: SUITE 800 CITY: MONTREAL STATE: A8 ZIP: H3Z 2P9 SC 13G 1 d675981dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Conatus Pharmaceuticals Inc.

(Name of issuer)

Common Stock

(Title of class of securities)

20600T 108

(CUSIP number)

December 31, 2013

(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)

¨ Rule 13d-1(c)

x 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


CUSIP No. 20600T 108		SCHEDULE 13G		Page 2 of 10


1.	Name of Reporting Person AgeChem Venture Fund L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Canada
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 835,858 (1)
		6.	Shared voting power
		7.	Sole dispositive power 835,858 (1)
		8.	Shared dispositive power
9.	Aggregate amount beneficially owned by each reporting person 835,858 (1)
10.	Check box if the aggregate amount in Row 9 excludes certain shares ¨
11.	Percent of class represented by amount in Row 9 5.3% (2)
12.	Type of reporting person PN

(1) Represents 809,887 shares held by AgeChem Venture Fund L.P. and 25,971 shares issuable upon the exercise of warrants held by AgeChem Venture Fund L.P. AgeChem Financial Inc. is the general partner of AgeChem Venture Fund L.P. As members of the board of directors of AgeChem Financial Inc., Louis Lacasse, Martial Lacroix, Élizabeth Douville and Ines Holzbaur share voting and dispositive power over the shares held by AgeChem Venture Fund L.P. Each of such persons disclaims beneficial ownership of the shares held by AgeChem Venture Fund L.P., except to the extent of his or her pecuniary interest therein.

(2) Based on 15,619,879 shares of common stock of Conatus Pharmaceuticals Inc. outstanding as of October 31, 2013, as reported in Conatus Pharmaceuticals Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 14, 2013.


CUSIP No. 20600T 108		SCHEDULE 13G		Page 3 of 10


1.	Name of Reporting Person AgeChem Financial Inc.
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Canada
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 835,858 (1)
		6.	Shared voting power
		7.	Sole dispositive power 835,858 (1)
		8.	Shared dispositive power
9.	Aggregate amount beneficially owned by each reporting person 835,858 (1)
10.	Check box if the aggregate amount in Row 9 excludes certain shares ¨
11.	Percent of class represented by amount in Row 9 5.3% (2)
12.	Type of reporting person CO


CUSIP No. 20600T 108		SCHEDULE 13G		Page 4 of 10


1.	Name of Reporting Person Louis Lacasse
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Canada
Number of shares beneficially owned by each reporting person with		5.	Sole voting power
		6.	Shared voting power 835,858 (1)
		7.	Sole dispositive power
		8.	Shared dispositive power 835,858 (1)
9.	Aggregate amount beneficially owned by each reporting person 835,858 (1)
10.	Check box if the aggregate amount in Row 9 excludes certain shares ¨
11.	Percent of class represented by amount in Row 9 5.3% (2)
12.	Type of reporting person IN


CUSIP No. 20600T 108		SCHEDULE 13G		Page 5 of 10


1.	Name of Reporting Person Martial Lacroix
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Canada
Number of shares beneficially owned by each reporting person with		5.	Sole voting power
		6.	Shared voting power 835,858 (1)
		7.	Sole dispositive power
		8.	Shared dispositive power 835,858 (1)
9.	Aggregate amount beneficially owned by each reporting person 835,858 (1)
10.	Check box if the aggregate amount in Row 9 excludes certain shares ¨
11.	Percent of class represented by amount in Row 9 5.3% (2)
12.	Type of reporting person IN


CUSIP No. 20600T 108		SCHEDULE 13G		Page 6 of 10


1.	Name of Reporting Person Élizabeth Douville
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Canada
Number of shares beneficially owned by each reporting person with		5.	Sole voting power
		6.	Shared voting power 835,858 (1)
		7.	Sole dispositive power
		8.	Shared dispositive power 835,858 (1)
9.	Aggregate amount beneficially owned by each reporting person 835,858 (1)
10.	Check box if the aggregate amount in Row 9 excludes certain shares ¨
11.	Percent of class represented by amount in Row 9 5.3% (2)
12.	Type of reporting person IN


CUSIP No. 20600T 108		SCHEDULE 13G		Page 7 of 10


1.	Name of Reporting Person Ines Holzbaur
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Canada
Number of shares beneficially owned by each reporting person with		5.	Sole voting power
		6.	Shared voting power 835,858 (1)
		7.	Sole dispositive power
		8.	Shared dispositive power 835,858 (1)
9.	Aggregate amount beneficially owned by each reporting person 835,858 (1)
10.	Check box if the aggregate amount in Row 9 excludes certain shares ¨
11.	Percent of class represented by amount in Row 9 5.3% (2)
12.	Type of reporting person IN


CUSIP No. 20600T 108		SCHEDULE 13G		Page 8 of 10


Item 1.
		(a) Name of Issuer:
		Conatus Pharmaceuticals Inc.
		(b) Address of Issuer’s Principal Executive Offices:
		4365 Executive Drive, Suite 200
		San Diego, CA 92121
Item 2.
		(a) Name of Person Filing
		AgeChem Venture Fund L.P.
		AgeChem Financial Inc.
		Louis Lacasse
		Martial Lacroix
		Élizabeth Douville
		Ines Holzbaur
		(b) Address of Principal Business Office or, if None, Residence
		1 Westmount Square, Suite 800
		Montreal, Quebec H3Z 2P9
		Canada
		(c) Citizenship
		Each reporting person is organized in, or a citizen of, Canada.
		(d) Title of Class of Securities
		Common Stock
		(e) CUSIP Number
		20600T 108


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:
	(a)	¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
	(e)	¨ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);
	(f)	¨ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);
	(g)	¨ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);
	(h)	¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);
	(j)	¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
	(k)	¨ Group, in accordance with §240.13d–1(b)(1)(ii)(K).
	If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:


Item 4.	Ownership.
	(a) Amount beneficially owned:
	AgeChem Venture Fund L.P.	835,858 (1)
	AgeChem Financial Inc.	835,858 (1)
	Louis Lacasse	835,858 (1)
	Martial Lacroix	835,858 (1)
	Élizabeth Douville	835,858 (1)
	Ines Holzbaur	835,858 (1)
	(b) Percent of Class:
	AgeChem Venture Fund L.P.	5.3% (2)
	AgeChem Financial Inc.	5.3% (2)


CUSIP No. 20600T 108		SCHEDULE 13G		Page 9 of 10

Louis Lacasse

5.3% (2)

Martial Lacroix

5.3% (2)

Élizabeth Douville

5.3% (2)

Ines Holzbaur

5.3% (2)

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

AgeChem Venture Fund L.P.

835,858 (1)

AgeChem Financial Inc.

835,858 (1)

Louis Lacasse

None

Martial Lacroix

None

Élizabeth Douville

None

Ines Holzbaur

None

(ii) Shared power to vote or to direct the vote:

AgeChem Venture Fund L.P.

None

AgeChem Financial Inc.

None

Louis Lacasse

835,858 (1)

Martial Lacroix

835,858 (1)

Élizabeth Douville

835,858 (1)

Ines Holzbaur

835,858 (1)

(iii) Sole power to dispose or to direct the disposition of:

AgeChem Venture Fund L.P.

835,858 (1)

AgeChem Financial Inc.

835,858 (1)

Louis Lacasse

None

Martial Lacroix

None

Élizabeth Douville

None

Ines Holzbaur

None

(iv) Shared power to dispose or to direct the disposition of:

AgeChem Venture Fund L.P.

None

AgeChem Financial Inc.

None

Louis Lacasse

835,858 (1)

Martial Lacroix

835,858 (1)

Élizabeth Douville

835,858 (1)

Ines Holzbaur

835,858 (1)


		(1) Represents 809,887 shares held by AgeChem Venture Fund L.P. and 25,971 shares issuable upon the exercise of warrants held by AgeChem Venture Fund L.P. AgeChem Financial Inc. is the general partner of AgeChem Venture Fund L.P. As members of the board of directors of AgeChem Financial Inc., Louis Lacasse, Martial Lacroix, Élizabeth Douville and Ines Holzbaur share voting and dispositive power over the shares held by AgeChem Venture Fund L.P. Each of such persons disclaims beneficial ownership of the shares held by AgeChem Venture Fund L.P., except to the extent of his or her pecuniary interest therein.
		(2) Based on 15,619,879 shares of common stock of Conatus Pharmaceuticals Inc. outstanding as of October 31, 2013, as reported in Conatus Pharmaceuticals Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 14, 2013.
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.


CUSIP No. 20600T 108		SCHEDULE 13G		Page 10 of 10


Item 8.		Identification and Classification of Members of the Group. Not applicable.
Item 9.		Notice of Dissolution of Group. Not applicable.
Item 10.		Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: February 14, 2014


AGECHEM VENTURE FUND L.P.

By:		AGECHEM FINANCIAL INC., its General Partner

By:		/s/ Louis Lacasse
Name: Louis Lacasse
Title: President


AGECHEM FINANCIAL INC.

By:		/s/ Louis Lacasse
Name: Louis Lacasse
Title: President

/s/ Louis Lacasse

Louis Lacasse

/s/ Martial Lacroix

Martial Lacroix

/s/ Élizabeth Douville

Élizabeth Douville

/s/ Ines Holzbaur

Ines Holzbaur

EXHIBIT INDEX


Exhibit A		Joint Filing Agreement

EX-99.A 2 d675981dex99a.htm EX-99.A EX-99.A

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned until the undersigned is no longer required to file Schedule 13Gs, without the necessity of filing additional joint filing statements. Until the undersigned is no longer required to file Schedule 13Gs, the undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2014


AGECHEM VENTURE FUND L.P.

By:		AGECHEM FINANCIAL INC., its General Partner

By:		/s/ Louis Lacasse
Name: Louis Lacasse
Title: President


AGECHEM FINANCIAL INC.

By:		/s/ Louis Lacasse
Name: Louis Lacasse
Title: President

/s/ Louis Lacasse

Louis Lacasse

/s/ Martial Lacroix

Martial Lacroix

/s/ Élizabeth Douville

Élizabeth Douville

/s/ Ines Holzbaur

Ines Holzbaur