-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RYxzHJSMRLj9iwyGhKMbSBLY2iTalLNRGcNyhlJgkUShyEE8iSStnpGIR679A67A f6rhYgkKIdgzu6NNyYGeIw== 0000908645-97-000097.txt : 19970222 0000908645-97-000097.hdr.sgml : 19970222 ACCESSION NUMBER: 0000908645-97-000097 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NONE GROUP MEMBERS: CHARLES HARTMAN GROUP MEMBERS: CW R&D II (FINANCIAL) L.P, GROUP MEMBERS: CW VENTURES II LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GERON CORPORATION CENTRAL INDEX KEY: 0000886744 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 752287752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49251 FILM NUMBER: 97535503 BUSINESS ADDRESS: STREET 1: 200 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4154737700 MAIL ADDRESS: STREET 1: 200 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CW VENTURES II LP CENTRAL INDEX KEY: 0000891744 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133662683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1041 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2123085266 MAIL ADDRESS: STREET 1: C/O FULBRIGHT & JAWORSKI LLP STREET 2: 666 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10103 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____)* Geron Corporation (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 374163 10 3 (CUSIP Number) * 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 (however, see the Notes). CUSIP No. 374163 10 3 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CW Ventures II, 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 New York limited partnership 5 SOLE VOTING POWER NUMBER OF SHARES 440,420 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0* shares PERSON WITH 7 SOLE DISPOSITIVE POWER 440,420 shares 8 SHARED DISPOSITIVE POWER 0* shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,420 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4% 12 TYPE OF REPORTING PERSON PN *CW Ventures II, L.P. ("CW") may be deemed to share voting and dispositive power over the 309,159 shares of common stock and 8,224 options to purchase shares of common stock held by, respectively, CW R&DII (financial) L.P. and Charles Hartman, who are affiliates of CW. CW disclaims beneficial ownership of these shares. CUSIP No. 374163 10 3 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CW R&D II (Financial) 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 Delaware limited partnership 5 SOLE VOTING POWER NUMBER OF SHARES 309,159 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0* shares PERSON WITH 7 SOLE DISPOSITIVE POWER 309,159 shares 8 SHARED DISPOSITIVE POWER 0* shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,159 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4% 12 TYPE OF REPORTING PERSON PN *CW R&D II (Financial) L.P. ("R&D") may be deemed to share voting and dispositive power over the 440,420 shares of common stock and 8,224 options to purchase shares of common stock held by, respectively, CW R&DII (financial) L.P. and Charles Hartman, who are affiliates of R&D. R&D disclaims beneficial ownership of these shares. CUSIP No. 374163 10 3 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles Hartman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER NUMBER OF SHARES 8,224 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0* shares PERSON WITH 7 SOLE DISPOSITIVE POWER 8,224 shares 8 SHARED DISPOSITIVE POWER 0* shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,224 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .1% 12 TYPE OF REPORTING PERSON IN *MR. Hartman may be deemed to share voting and dispositive power over the 440,420 and 309,159 shares of common stock held by, respectively, CW Ventures II, L.P. and CW R&DII (financial) L.P., who are affiliates of Mr. Hartman. Mr. Hartman disclaims beneficial ownership of these shares. Item 1(a) Name of Issuer: Geron Corporation (the "Company") Item 1(b) Address of Issuer's Principal Executive Offices: 200 Constitution Drive Menlo Park, California 94025 Item 2(a) Name of Person Filing: This Statement is filed by CW Ventures II, L.P. (the "Reporting Person"). CW R&D II (Financial) L.P. ("R&D") and Charles Hartman are affiliates of the Reporting Person. See attached Exhibit A. Item 2(b) Address of Principal Business Office, or if none, Residence: The address of the principal business office of the Reporting Person is 1041 Third Avenue, New York, New York 10021. The address of the principal business office of R&D is 1041 Third Avenue, New York, New York 10021. The address of the principal business office of Mr. Hartman is 1041 Third Avenue, New York, New York 10021. Item 2(c) Citizenship: The Reporting Person is a New York limited partnership. R&D is a Delaware limited partnership. Mr. Hartman is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $.001 par value per share ("Common Stock") Item 2(e) CUSIP Number: 374163 10 3 Item 3 Description of Person Filing: Not applicable. Item 4 Ownership: The following information with respect to ownership of Common Stock of the Company by the Reporting Person, R&D and Mr. Hartman is provided as of December 31, 1996, the last day of the year covered by this Statement. (a) Amount beneficially owned: See Row 9 of the cover pages. The amount for Mr. Hartman reflects options to purchase 8,224 shares of Common Stock of the Company that are exercisable within sixty days. (b) Percent of Class: See Row 11 of the cover pages. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Row 5 of the cover pages. (ii) Shared power to vote or to direct the vote: See Row 6 of the cover pages. (iii)Sole power to dispose or direct the disposition of: See Row 7 of the cover pages. (iv) Shared power to dispose or direct the disposition of: See Row 8 of the cover pages. Item 5 Ownership of Five Percent or Less of a Class: If this Statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: To the best knowledge of the Reporting Person, R&D and Mr. Hartman, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the Reporting Person. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable. Item 8 Identification and Classification of Members: Not applicable. Item 9 Notice of Dissolution of Group: Not applicable. Item 10 Certification: Not applicable. 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. February 13, 1997 CW VENTURES II, L.P. /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner 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. February 13, 1997 CW R&D II (Financial) L.P. /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner 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. February 13, 1997 /s/ Charles M. Hartman Charles Hartman Exhibit A SCHEDULE 13G-TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(f)(1) The undersigned persons on this 13th day of February, 1997, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with the beneficial ownership of the common stock of Geron Corporation at December 31, 1996. CW VENTURES II, L.P. /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner CW R&D II (Financial) L.P. /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner /s/ Charles M. Hartman Charles M. Hartman -----END PRIVACY-ENHANCED MESSAGE-----