-----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, NjYpprFgBp9xDHbjW0NTHG7C8uVJmC88wO8mvS8yx8ghX9oID/pTsEVlOP6JmWWI kyTVwqs3/nWwtB0bRbFIUA== 0000941655-09-000020.txt : 20091023 0000941655-09-000020.hdr.sgml : 20091023 20091023160839 ACCESSION NUMBER: 0000941655-09-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091023 DATE AS OF CHANGE: 20091023 GROUP MEMBERS: ATLAS CAPITAL CORP. GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO CAPITAL PARTNERS INC. GROUP MEMBERS: RHO CAPITAL PARTNERS VERWALTUNGS GMBH GROUP MEMBERS: RHO INVESTMENT PARTNERS "H" L.P. GROUP MEMBERS: RHO MANAGEMENT PARTNERS, L.P. GROUP MEMBERS: RHO MANAGEMENT TRUST I GROUP MEMBERS: RHO MANAGEMENT TRUST II GROUP MEMBERS: RHO MANAGEMENT VENTURES IV, LLC GROUP MEMBERS: RHO VENTURES IV (QP), L.P. GROUP MEMBERS: RHO VENTURES IV GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: RHO VENTURES IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERENIUM CORP CENTRAL INDEX KEY: 0001049210 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 223297375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60329 FILM NUMBER: 091134741 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 674 5300 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSA CORP DATE OF NAME CHANGE: 19991201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13D/A 1 r_vrnm13dam3.txt AMENDMENT NO. 3 TO STATEMENT ON SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* VERENIUM CORP (formerly known as Diversa Corporation) (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 255064107 (CUSIP Number) JEFFREY I. MARTIN C/O RHO CAPITAL PARTNERS, INC. 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 212-784-8872 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 16, 2009 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following:[ ] CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Capital Partners, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization New York 7. Sole Voting Power 196,835 shares (includes 1,579 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 196,835 shares (includes 1,579 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 196,835 shares (includes 1,579 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.7% 14. Type of Reporting Person (See Instructions) CO/IA CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Joshua Ruch 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Republic of South Africa 7. Sole Voting Power 68,566 shares (includes 4,166 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 358,306 shares (includes 5,788 Shares under warrants exercisable within the next 60 days) Each Reporting 9. Sole Dispositive Power Person With 68,566 shares (includes 4,166 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 358,306 shares (includes 5,788 Shares under warrants exercisable within the next 60 days) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 426,872 shares (includes 9,954 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 3.6% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Habib Kairouz 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Canada 7. Sole Voting Power 0 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 358,306 shares (includes 5,788 Shares under warrants exercisable within the next 60 days) Each Reporting 9. Sole Dispositive Power Person With 0 shares 10. Shared Dispositive Power 358,306 shares (includes 5,788 Shares under warrants exercisable within the next 60 days) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 358,306 shares (includes 5,788 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 3.1% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mark Leschly 2. Check the Appropriate Box if a Member of a Group (See Instructions) N/A (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Kingdom of Denmark 7. Sole Voting Power 14,339 shares (includes 14,339 Shares under options exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 358,306 shares (includes 5,788 Shares under warrants exercisable within the next 60 days) Each Reporting 9. Sole Dispositive Power Person With 14,339 shares (includes 14,339 Shares under options exercisable within the next 60 days) 10. Shared Dispositive Power 358,306 shares (includes 5,788 Shares under warrants exercisable within the next 60 days) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 372,645 shares (includes 14,339 Shares under options exercisable within the next 60 days, and 5,788 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 3.2% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Trust II 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization New York 7. Sole Voting Power 136,185 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 136,185 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 136,185 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.2% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Investment Partners "H" L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 58,178 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 58,178 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 58,178 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.5% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Partners, L.P.. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 64,286 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 64,286 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 64,286 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.5% 14. Type of Reporting Person (See Instructions) CO/IA CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Atlas Capital Corp. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 64,286 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 64,286 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 64,286 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.5% 14. Type of Reporting Person (See Instructions) CO/IA CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Trust I 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization New York 7. Sole Voting Power 60,578 shares (includes 1,579 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially 0 shares Owned by Each Reporting 9. Sole Dispositive Power Person With 60,578 shares (includes 1,579 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 60,578 shares (includes 1,579 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.5% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Ventures IV, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 27,802 shares (includes 725 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 27,802 shares (includes 725 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 27,802 shares (includes 725 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.2% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Ventures IV (QP), L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 65,457 shares (includes 1,706 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 65,457 shares (includes 1,706 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 65,457 shares (includes 1,706 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.6% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Ventures IV GmbH & Co. Beteiligungs KG 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Germany 7. Sole Voting Power 68,212 shares (includes 1,778 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 68,212 shares (includes 1,778 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 68,212 shares (includes 1,778 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.3% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Ventures IV, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 93,259 shares (includes 2,431 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 93,259 shares (includes 2,431 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 93,259 shares (includes 2,431 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.8% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Capital Partners Verwaltungs GmbH 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Germany 7. Sole Voting Power 68,212 shares (includes 1,778 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 68,212 shares (includes 1,778 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 68,212 shares (includes 1,778 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.6% 14. Type of Reporting Person (See Instructions) OO This Amendment No. 3 to Schedule 13D for Verenium Corporation, a Delaware corporation ("Verenium" or the "Company"), amends a statement on Schedule 13D originally dated March 9, 2007, as amended as of March 23, 2007 and June 27, 2007, with respect to shares of Verenium Common Stock, par value $0.001 per share, beneficially owned by Rho Capital Partners, Inc. ("Rho"), a New York corporation; its controlling shareholders, Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly; and the following affiliated investment vehicles: Rho Management Trust I ("Trust I") and Rho Management Trust II ("Trust II"), each a New York grantor trust; Rho Ventures IV, L.P. ("RV IV LP") and Rho Ventures IV (QP), L.P. ("RV IV QP"), each a Delaware limited partnership, and the general partner of such vehicles, Rho Management Ventures IV, LLC ("RMV"), a Delaware limited liability company; Rho Ventures IV GmbH & Co. Beteiligungs KG, a German limited partnership ("RV IV KG"), and its general partner, Rho Capital Partners Verwaltungs GmbH, a German limited liability company ("RCP Verwaltungs"); Rho Investment Partners "H" L.P. ("RIP H"), a Delaware limited partnership, its general partner Rho Management Partners L.P. ("RMP"), a Delaware limited partnership, and its general partner, Atlas Capital Corp. ("Atlas"), a Delaware corporation (collectively, the "Reporting Persons"). This Amendment is filed to amend Items 5, 6 and 7 of the statement on Schedule 13D as previously filed. This is the final amendment to this Schedule 13D, and an exit filing for the Reporting Persons. Item 5. Interest in Securities of the Issuer (a)-(b) Amount and Nature of Beneficial Ownership. As the result of ongoing issuances of Common Stock by the Company, and a reverse 1:12 split of its Common Stock effected on September 9, 2009, the Reporting Persons have ceased as of October 16, 2009 to own more than five percent of the 11,715,228 Shares of Verenium Common Stock issued and outstanding on such date, based on Share information provided by the Company. The information for each Reporting Person is provided more particularly as follows: Rho may be deemed for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the 196,835 Shares of Verenium Common Stock held of record by Trust I and Trust II, constituting 1.7% of the 11,715,228 Shares of Verenium Common Stock outstanding as of October 16, 2009, based on share information provided by officials of the Company. Messrs. Ruch, Kairouz and Leschly may be deemed to share investment and voting control over the 358,306 shares of Verenium Common Stock reported hereunder by Trust I, Trust II, RV IV KG, RV IV QP, and RV IV LP. Mr. Ruch may be deemed to exercise, in addition, sole investment and voting control over a further 68,566 Shares by attribution of investment and voting control over the holdings of RIP H, a managed account, a foundation of which Mr. Ruch serves as trustee, and other direct and family holdings. Mr. Leschly directly holds options for Shares exercisable within the next 60 days, for an additional 14,339 Shares of Verenium Common Stock, over which he may be deemed to have sole voting and investment control. Messrs. Ruch, Kairouz and Leschly accordingly may be deemed beneficially to own in the aggregate 3.6%, 3.1% and 3.2%, respectively, of the 11,715,228 issued and outstanding shares of Verenium Common Stock outstanding as of October 16, 2009. Other than the shares of Verenium Common Stock in which they have a pecuniary interest, each of Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares reported in this statement. As the general partner of RIP H, RMP may be deemed to exercise sole voting and investment control over the 58,178 Shares held of record by RIP H. RMP exercises sole voting and investment control over an additional 3,993 Shares of Verenium Common Stock held directly, and an additional 2,115 Shares held in a managed account, for an aggregate of 64,286 Shares, constituting 0.5% of the 11,715,228 issued and outstanding shares of Verenium Common Stock outstanding as of October 16, 2009. Atlas, as general partner of RMP, may be deemed to exercise sole voting and investment control with respect to all 64,286 Shares deemed beneficially owned by RMP, also constituting 0.5% of such issued and outstanding Shares. (c) Recent Transactions. There were no transactions in the Shares by the Reporting Persons in the past 60 days. (d) Dividends. No persons other than the Reporting Persons and their investment clients have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the Shares of Verenium Common Stock covered hereby. (e) As of the close of business on October 16, 2009, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares. Accordingly, this Amendment is the final amendment to the statement on Schedule 13D, and is an exit filing for the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On October 5, 2009, in connection with an offering of up to 2,250,000 shares of the Company's Common Stock, and warrants to purchase up to an additional 900,000 shares of the Company's Common Stock (the "Offering"), Joshua Ruch entered into a "lock-up" letter agreement with Lazard Capital Markets LLC by which Ruch agreed, for the period of ninety (90) days following the date of the final prospectus filed by the Company with the Securities and Exchange Commission in connection with the Offering, not to (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Verenium Common Stock or securities convertible into or exercisable or exchangeable for Verenium Common Stock (including, without limitation, shares of Verenium Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the "Beneficially Owned Shares")), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares or (iii) engage in any short selling of any Beneficially Owned Shares. The foregoing summary of the terms of the lock-up letter agreement is qualified in its entirety by reference to the full text of such agreement, which is identified in Item 7, is attached hereto as an exhibit, and is incorporated herein by reference. Except as described or referred to above or as listed at Item 7 and previously filed, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits. The following documents are filed as exhibits: A. Joint Filing Agreement, dated June 26, 2007* B. Form of Lock-Up Agreement, dated February 12, 2007* C. Note Offering Lockup Letter, dated March 19, 2007* D. Lock-Up Agreement, dated October 5, 2009. _____________________ * Previously filed 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: October 23, 2009 RHO CAPITAL PARTNERS, INC. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer JOSHUA RUCH By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer HABIB KAIROUZ By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer MARK LESCHLY By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST II By: RHO CAPITAL PARTNERS, INC. As Investment Advisor By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO INVESTMENT PARTNERS "H" L.P. By: RHO MANAGEMENT PARTNERS, L.P. General Partner By: ATLAS CAPITAL CORP. Its General Partner By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT PARTNERS, L.P. By: ATLAS CAPITAL CORP. Its General Partner By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer ATLAS CAPITAL CORP. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV, L.P. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV (QP), L.P. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV GmbH & Co. BETEILIGUNGS KG By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST I By: RHO CAPITAL PARTNERS, INC. As Investment Advisor By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT VENTURES IV, LLC By: /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO CAPITAL PARTNERS VERWALTUNGS GmbH By: /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer EX-99 2 r_vrnm13dam3-99.txt EXHIBIT D TO STATEMENT ON SCHEDULE 13D Exhibit D to Statement on Schedule 13D re: Verenium Corporation Lock-Up Agreement, dated October 5, 2009 October 5, 2009 LAZARD CAPITAL MARKETS LLC 30 Rockefeller Plaza New York, New York 10020 Re: Verenium Corporation Offering of Units Dear Sirs: In order to induce Lazard Capital Markets LLC ("Lazard") to enter in to a certain placement agent agreement with Verenium Corporation, a Delaware corporation (the "Company"), with respect to the public offering (the "Offering") of Units consisting of the Company's Common Stock, par value $0.001 per share ("Common Stock") and warrants to purchase the Common Stock, the undersigned hereby agrees that for a period (the "Lock-up Period") of ninety (90) days following the date of the final prospectus filed by the Company with the Securities and Exchange Commission in connection with the Offering, the undersigned will not, without the prior written consent of Lazard, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the "Beneficially Owned Shares")), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares or (iii) engage in any short selling of any Beneficially Owned Shares. The foregoing sentence shall not apply to (a) transfers of any Beneficially Owned Shares as a bona fide gift or pledge, (b) in the case of a natural person, transfers of any Beneficially Owned Shares by will or intestate succession or to any trust or partnership for the direct or indirect benefit of the undersigned or any member of the immediate family of the undersigned, (c) in the case of a non-natural person, distributions of any Beneficially Owned Shares to general or limited partners or stockholders or members of the undersigned, (d) in the case of a non-natural person, transfers of any Beneficially Owned Shares (A) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned's capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned's assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (B) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate of the undersigned and such transfer is not for value, (e) the "net" exercise of outstanding options to purchase Common Stock in accordance with their terms, or (f) transfers pursuant to a sale or an offer to purchase 100% of the outstanding Common Stock, whether pursuant to a merger, tender offer or otherwise, to a third party or group of third parties; provided that in the case of any transfer or distribution pursuant to clauses (a), (b), (c), or (d), each donee, pledges, distributee or transferee shall sign and deliver a lock-up agreement substantially in the form of this Agreement; and provided, further. that any Common Stock acquired upon the net exercise of options described in clause (e) above shall be subject to the restrictions imposed by this Agreement, and no such net exercise of options shall involve any disposition of common Stock into the public market. For the purposes of this paragraph, "immediate family" shall mean spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. If(i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. In addition, the undersigned hereby waives, from the date hereof until the expiration of the ninetieth (90th) day following the date of the Company's final prospectus, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop transfer orders with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. If (i) the Company notifies Lazard in writing that it does not intend to proceed with the Offering, (ii) for any reason the Offering is terminated prior to the payment for and delivery of the Units or (iii) the Offering shall not have been completed by October 31, 2009, then upon the occurrence of any such event, this Agreement shall immediately terminated and the undersigned shall be released from its obligations hereunder. By: /s/ Joshua Ruch Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----