-----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, LscDemZdMRZtfD90M4Vrg5lZcZSgOWwXy19lACN5WjQDnMjfaiJOh3FtH5Vl9Pla wUQYuXf+jfLY8FUChrPPYQ== 0000940180-98-000153.txt : 19980218 0000940180-98-000153.hdr.sgml : 19980218 ACCESSION NUMBER: 0000940180-98-000153 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980213 SROS: NONE GROUP MEMBERS: ANTHONY B. EVNIN GROUP MEMBERS: ANTHONY SUN GROUP MEMBERS: DAVID R. HATHAWAY GROUP MEMBERS: KIMBERLEY A. RUMMELSBURG GROUP MEMBERS: MARK W. BAILEY GROUP MEMBERS: PATRICK F. LATTERELL GROUP MEMBERS: RAY A. ROTHROCK GROUP MEMBERS: TED H. MCCOURTNEY GROUP MEMBERS: VENROCK ASSOCIATES GROUP MEMBERS: VENROCK ASSOCIATES II, L.P. 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/A SEC ACT: SEC FILE NUMBER: 005-49251 FILM NUMBER: 98539998 BUSINESS ADDRESS: STREET 1: 230 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: VENROCK ASSOCIATES CENTRAL INDEX KEY: 0000937889 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 136300995 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126495600 MAIL ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Geron Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 374163103 -------------- (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. 374163103 13G Page 2 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates I.R.S. #13-6300995 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 14 pages CUSIP No. 374163103 13G Page 3 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates, II, L.P. I.R.S. #13-3844754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 14 pages CUSIP No. 374163103 13G Page 4 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark W. Bailey ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 14 pages CUSIP No. 374163103 13G Page 5 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony B. Evnin ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 28,757 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 28,757 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 5 of 14 pages CUSIP No. 374163103 13G Page 6 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David R. Hathaway ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 10,665 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 10,665 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,665 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 6 of 14 pages CUSIP No. 374163103 13G Page 7 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrick F. Latterell ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 45,451 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 45,451 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,451 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 7 of 14 pages CUSIP No. 374163103 13G Page 8 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ted H. McCourtney ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 34,674 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 34,674 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,674 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 8 of 14 pages CUSIP No. 374163103 13G Page 9 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ray A. Rothrock ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 9 of 14 pages CUSIP No. 374163103 13G Page 10 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kimberley A. Rummelsburg ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 3,679 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 3,679 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,679 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.03% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 10 of 14 pages CUSIP No. 374163103 13G Page 11 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony Sun ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 26,969 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 26,969 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,969 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 11 of 14 pages Introduction: This Amendment No. 1 amends a Statement on Schedule 13G (the "Schedule") filed with the Securities and Exchange Commission on February 14, 1997 on behalf of Venrock Associates, a limited partnership organized under the laws of the State of New York, Venrock Associates II, L.P., a limited partnership organized under the laws of the State of New York, Mark W. Bailey, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Kimberley A. Rummelsburg and Anthony Sun in respect of shares of Common Stock of Geron Corporation. The Schedule is amended as follows: Item 1(a) Name of Issuer Geron Corporation Item 1(b) Address of Issuer's Principal Executive Offices 200 Constitution Drive Menlo Park, CA 94025 Item 2(a) Name of Person Filing Venrock Associates ("Venrock") Venrock Associates II, L.P. ("Venrock II") Mark W. Bailey Anthony B. Evnin David R. Hathaway Patrick F. Latterell Ted H. McCourtney Ray A. Rothrock Kimberley A. Rummelsburg Anthony Sun Item 2(b) Address of Principal Business Office or, if none, Residence 30 Rockefeller Plaza Room 5508 New York, New York 10112 Item 2(c) Citizenship Venrock and Venrock II are limited partnerships organized in the State of New York. Mark W. Bailey, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A. Rothrock, Kimberley A. Rummelsburg and Anthony Sun are General Partners of Venrock and Venrock II and all are citizens of the United States of America. Item 2(d) Title of Class of Securities Common Stock Item 2(e) CUSIP Number 374163103 Item 3 Not applicable. Item 4 Ownership (a) and (b) Venrock beneficially owns no shares or 0% of the outstanding shares of common stock. Venrock II beneficially owns no shares or 0% of the outstanding shares of common stock. Page 12 of 14 Pages Mark W. Bailey beneficially owns no shares or 0% of the outstanding shares of common stock. Anthony B. Evnin beneficially owns 28,757 shares or 0.3% of the outstanding shares of common stock. David R. Hathaway beneficially owns 10,665 shares or 0.1% of the outstanding shares of common stock. Patrick F. Latterell beneficially owns 45,451 shares or 0.4% of the outstanding shares of common stock, including 11,764 shares of common stock through options which have vested. Ted H. McCourtney beneficially owns 34,674 shares or 0.3% of the outstanding shares of common stock. Ray A. Rothrock beneficially owns no shares or 0% of the outstanding shares of common stock. Kimberley A. Rummelsburg beneficially owns 3,679 shares or 0.03% of the outstanding shares of common stock. Anthony Sun beneficially owns 26,969 shares or 0.3% of the outstanding shares of common stock. (c) Mark W. Bailey has sole voting and dispositive power over no shares of common stock. Mark W. Bailey has shared voting and dispositive power over no shares of common stock. Anthony B. Evnin has sole voting and dispositive power over 28,757 shares of common stock. Anthony B. Evnin has shared voting and dispositive power over no shares of common stock. David R. Hathaway has sole voting and dispositive power over 10,665 shares of common stock. David R. Hathaway has shared voting and dispositive power over no shares of common stock. Patrick F. Latterell has sole voting and dispositive power over 45,451 shares of common stock, including 11,764 shares of common stock through options which have vested. Patrick F. Latterell has shared voting and dispositive power over no shares of common stock. Ted H. McCourtney has sole voting and dispositive power over 34,674 shares of common stock. Ted H. McCourtney has shared voting and dispositive power over no shares of common stock. Ray A. Rothrock has sole voting and dispositive power over no shares of common stock. Ray A. Rothrock has shared voting and dispositive power over no shares of common stock. Kimberley A. Rummelsburg has sole voting and dispositive power over no shares of common stock. Kimberley A. Rummelsburg has shared voting and dispositive power over 3,679 shares of common stock. Anthony Sun has sole voting and dispositive power over no shares of common stock. Anthony Sun has shared voting and dispositive power over 26,969 shares of common stock. Item 5 Ownership of Five Percent or Less of a Class This Amendment No. 1 to the Schedule is being filed to report the fact that each of the reporting persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of common stock. Item 6 Ownership of More than Five Percent on Behalf of Another Person No person, other than the General Partners of Venrock and Venrock II, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned by Venrock and Venrock II. 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 of the Group This schedule is being filed pursuant to Rule 13d-1(c). The identities of the eight General Partners of Venrock and Venrock II are stated in Item 2. Item 9 Notice of Dissolution of Group Not applicable. Item 10 Certification Not applicable. Page 13 of 14 Pages 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, 1998 VENROCK ASSOCIATES By: /s/ Ted H. McCourtney -------------------------- Ted H. McCourtney General Partner February 13, 1998 VENROCK ASSOCIATES II, L.P. By: /s/ Ted H. McCourtney -------------------------- Ted H. McCourtney General Partner February 13, 1998 GENERAL PARTNERS /s/Mark W. Bailey ----------------------------- Mark W. Bailey /s/ Anthony B. Evnin ----------------------------- Anthony B. Evnin /s/ David R. Hathaway ----------------------------- David R. Hathaway /s/ Patrick F. Latterell ----------------------------- Patrick F. Latterell /s/ Ted H. McCourtney ----------------------------- Ted H. McCourtney /s/ Ray A. Rothrock ----------------------------- Ray A. Rothrock /s/ Kimberley A. Rummelsburg ----------------------------- Kimberley A. Rummelsburg /s/ Anthony Sun ----------------------------- Anthony Sun Page 14 of 14 Pages EX-1 2 AGREEMENT Exhibit 1 --------- AGREEMENT Pursuant to Rule 13d-1(f) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned. February 13, 1998 VENROCK ASSOCIATES By: /s/ Ted H. McCourtney -------------------------- Ted H. McCourtney General Partner February 13, 1998 VENROCK ASSOCIATES II, L.P. By: /s/ Ted H. McCourtney -------------------------- Ted H. McCourtney General Partner February 13, 1998 GENERAL PARTNERS /s/Mark W. Bailey ----------------------------- Mark W. Bailey /s/ Anthony B. Evnin ----------------------------- Anthony B. Evnin /s/ David R. Hathaway ----------------------------- David R. Hathaway /s/ Patrick F. Latterell ----------------------------- Patrick F. Latterell /s/ Ted H. McCourtney ----------------------------- Ted H. McCourtney /s/ Ray A. Rothrock ----------------------------- Ray A. Rothrock /s/ Kimberley A. Rummelsburg ----------------------------- Kimberley A. Rummelsburg /s/ Anthony Sun ----------------------------- Anthony Sun -----END PRIVACY-ENHANCED MESSAGE-----