0001104659-16-107946.txt : 20160328 0001104659-16-107946.hdr.sgml : 20160328 20160328160533 ACCESSION NUMBER: 0001104659-16-107946 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160328 DATE AS OF CHANGE: 20160328 GROUP MEMBERS: VERTICAL FUND II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OncoMed Pharmaceuticals Inc CENTRAL INDEX KEY: 0001302573 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 383572512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87757 FILM NUMBER: 161532318 BUSINESS ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-995-8200 MAIL ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERTICAL FUND I LP CENTRAL INDEX KEY: 0001014478 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 25 DEFOREST AVE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 9082773737 MAIL ADDRESS: STREET 1: 25 DEFOREST AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 FORMER COMPANY: FORMER CONFORMED NAME: VERTICAL FUND ASSOCIATES L P DATE OF NAME CHANGE: 19960514 SC 13G/A 1 a16-7116_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

ONCOMED PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

68234X102

(CUSIP Number)

March 17, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 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. 68234X102

 

 

1.

Names of Reporting Persons.
Vertical Fund I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

o

 

 

(b)

x

 

 

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
1,421,740

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,421,740

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,421,740

 

 

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.7%

 

 

12.

Type of Reporting Person*
PN

 

 

 

*         SEE INSTRUCTIONS BEFORE FILLING OUT.

 

2


 

CUSIP No. 68234X102

 

 

1.

Names of Reporting Persons.
Vertical Fund II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

o

 

 

(b)

x

 

 

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
488,287

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
488,287

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
488,287

 

 

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.6%

 

 

12.

Type of Reporting Person*
PN

 

 

 

*         SEE INSTRUCTIONS BEFORE FILLING OUT.

 

3


 

Item 1(a).

Name of Issuer:
OncoMed Pharmaceuticals, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
800 Chesapeake Drive

Redwood City, California 94063

 

Item 2(a).

Name of Person Filing:
Vertical Fund I, L.P. (“VFI”) and

Vertical Fund II, L.P. (“VFII” and together with VFI, the “Partnerships”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Each of the Partnerships has a principal business address at

106 Allen Road, Suite 207, Basking Ridge, New Jersey 07920.

Item 2(c).

Citizenship:
Each of the Partnerships is a Delaware limited partnership.

Item 2(d).

Title of Class of Securities:
Common Stock

Item 2(e).

CUSIP Number:
68234X102

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Exchange Act.

 

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act.

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act.

 

(d)

o

Investment company registered under section 8 of the Investment Company Act.

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

 

(j)

o

A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).

 

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

Not applicable.

 

4


 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

1,910,027 shares of Common Stock

 

(b)

Percent of class:   

6.3%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

1,910,027

 

 

(ii)

Shared power to vote or to direct vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

1,910,027

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

The above amounts reflect the combined ownership of Common Stock by the two Partnerships at March 17, 2016.  Of the 1,910,027 shares of Common Stock owned by the two Partnerships, VFI owned 1,421,740 shares (4.7% of the total outstanding),  and VFII owned 488,287 shares (1.6% of the total outstanding).  The Partnerships are filing this statement jointly to reflect their combined ownership because the sole general partner of each Partnership is The Vertical Group, L.P., a Delaware limited partnership, and the Partnerships may be deemed to constitute a “group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

 

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.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

5


 

Item 10.

Certification.

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:    March 28, 2016

 

 

VERTICAL FUND I, L.P.

 

 

 

By: THE VERTICAL GROUP, L.P.

 

General Partner

 

 

 

By:

/s/ John E. Runnells, III

 

 

John E. Runnells, III

 

 

Authorized Sigantory

 

 

 

VERTICAL FUND II, L.P.

 

 

 

By: THE VERTICAL GROUP, L.P.

 

General Partner

 

 

 

 

 

By:

/s/ John E. Runnells, III

 

 

John E. Runnells, III

 

 

Authorized Signatory

 

6