SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
OncoMed Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68234X102
(CUSIP Number)
December 31, 2015
(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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 18
Exhibit Index on Page 16
CUSIP #68234X102 | Page 2 of 18 |
1 |
NAME OF REPORTING PERSONS
LVP Life Science Ventures III, L.P. (“LVP III”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
337,082 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP #68234X102 | Page 3 of 18 |
1 |
NAME OF REPORTING PERSONS
LVP III Associates, L.P. (“Associates”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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 | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,863 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
0.1% | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP #68234X102 | Page 4 of 18 |
1 |
NAME OF REPORTING PERSONS
LVP III Partners, L.P. (“Partners”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,347 | ||
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
PN | ||
CUSIP #68234X102 | Page 5 of 18 |
1 |
NAME OF REPORTING PERSONS
LVP GP III, LLC (“GP III”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
362,292 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% | ||
12 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP #68234X102 | Page 6 of 18 |
1 |
NAME OF REPORTING PERSONS
LVP Life Science Ventures II, L.P. (“LVP II”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,223 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP #68234X102 | Page 7 of 18 |
1 |
NAME OF REPORTING PERSONS
LVP GP II, LLC (“GP II”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,223 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% | ||
12 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP #68234X102 | Page 8 of 18 |
1 |
NAME OF REPORTING PERSONS
LVP Life Science Ventures I, L.P. (“LVP I”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,907 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP #68234X102 | Page 9 of 18 |
1 |
NAME OF REPORTING PERSONS
LVP GP I, LLC (“GP I”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
3 | SEC USE ONLY
| ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,907 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | ||
12 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP #68234X102 | Page 10 of 18 |
1 |
NAME OF REPORTING PERSONS
LVPMC, LLC (“LVPMC”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,859 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | ||
12 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP #68234X102 | Page 11 of 18 |
1 |
NAME OF REPORTING PERSONS
Patrick F. Latterell (“Latterell”) | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| |
6 | SHARED VOTING POWER
| ||
7 | SOLE DISPOSITIVE POWER
| ||
8 | SHARED DISPOSITIVE POWER
| ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
729,281 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4% | ||
12 |
TYPE OF REPORTING PERSON
IN | ||
CUSIP #68234X102 | Page 12 of 18 |
ITEM 1(A). | NAME OF ISSUER |
OncoMed Pharmaceuticals, Inc. (the “Issuer”) | |
ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
800 Chesapeake Drive | |
Redwood City, California 94063 | |
ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule is filed by LVP Life Science Ventures III, L.P., a Delaware limited partnership, LVP III Associates, L.P., a Delaware limited partnership (“Associates”), LVP III Partners, L.P., a Delaware limited partnership (“Partners”), LVP GP III, LLC, a Delaware limited liability company (“GP III”), LVP Life Science Ventures II, L.P., a Delaware limited partnership (“LVP II”), LVP GP II, LLC, a Delaware limited liability company (“GP II”), LVP Life Science Ventures I, L.P., a Delaware limited partnership (“LVP I”), LVP GP I, LLC, a Delaware limited liability company (“GP II”), and Patrick Latterell (“Latterell”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” | |
ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is: | |
c/o LVPMC, LLC | |
455 Market Street, Suite 2220 | |
San Francisco, CA 94105 | |
ITEM 2(C). | CITIZENSHIP |
See Row 4 of cover page for each Reporting Person. | |
ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Common Stock, $0.001 par value | |
ITEM 2(D) | CUSIP NUMBER |
68234X102 | |
ITEM 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable. | |
ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2015: |
CUSIP #68234X102 | Page 13 of 18 |
(a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
(b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
(ii) | Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. |
(iii) | Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. |
(iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
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 [X] . | |
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth in the limited partnership agreements of LVP I, LVP II, LVP III, Associates and Partners and the limited liability company agreements of each of GP I, GP II and GP III, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer owned by each such entity of which they are a partner or member. | |
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 | |
ITEM 10. | CERTIFICATION. |
Not applicable |
CUSIP #68234X102 | Page 14 of 18 |
SIGNATURES
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.
Date: February 12, 2016
LVP LIFE SCIENCE VENTURES III, L.P. | |
By: LVP GP III, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP III ASSOCIATES, L.P. | |
By: LVP GP III, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP III PARTNERS, L.P., | |
By: LVP GP III, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP GP III, LLC | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member |
CUSIP #68234X102 | Page 15 of 18 |
LVP Life Science Ventures II, L.P. | |
By: LVP GP II, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP GP II, LLC | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP Life Science Ventures I, L.P. | |
By: LVP GP I, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP GP I, LLC | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVPMC, LLC | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Manager | |
PATRICK F. LATTERELL | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell |
CUSIP #68234X102 | Page 16 of 18 |
EXHIBIT INDEX
Found on Sequentially | |
Exhibit | Numbered Page |
Exhibit A: Agreement of Joint Filing | 17 |
CUSIP #68234X102 | Page 17 of 18 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 12, 2016
LVP LIFE SCIENCE VENTURES III, L.P. | |
By: LVP GP III, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP III ASSOCIATES, L.P. | |
By: LVP GP III, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP III PARTNERS, L.P., | |
By: LVP GP III, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP GP III, LLC | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member |
CUSIP #68234X102 | Page 18 of 18 |
LVP Life Science Ventures II, L.P. | |
By: LVP GP II, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP GP II, LLC | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP Life Science Ventures I, L.P. | |
By: LVP GP I, LLC | |
Its: General Partner | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVP GP I, LLC | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Managing Member | |
LVPMC, LLC | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell | |
Its: Manager | |
PATRICK F. LATTERELL | |
By: /s/ Patrick F. Latterell | |
Name: Patrick F. Latterell |