SCHEDULE 13G
CUSIP No. 04744L106 | Page 1 of 10 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Athersys, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
04744L106
(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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 ).
SCHEDULE 13G
CUSIP No. 04744L106 | Page 2 of 10 |
1 | NAMES OF REPORTING PERSONS
A.M. Pappas Life Science Ventures III, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
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
- 0 - | ||||
6 | SHARED VOTING POWER
3,605,724 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
3,605,724 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,605,724 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3% (1) | |||||
12 | TYPE OF REPORTING PERSON
PN |
(1) | Based upon 83,285,747 Shares outstanding as of November 1, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 5, 2015, and on 67,785 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015. |
SCHEDULE 13G
CUSIP No. 04744L106 | Page 3 of 10 |
1 | NAMES OF REPORTING PERSONS
PV III CEO Fund, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
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
- 0 - | ||||
6 | SHARED VOTING POWER
224,176 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
224,176 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,176 | |||||
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% (2) | |||||
12 | TYPE OF REPORTING PERSON
PN |
(2) | Based upon 83,285,747 Shares outstanding as of November 1, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 5, 2015, and on 4,215 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015. |
SCHEDULE 13G
CUSIP No. 04744L106 | Page 4 of 10 |
1 | NAMES OF REPORTING PERSONS
AMP&A Management III, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
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
- 0 - | ||||
6 | SHARED VOTING POWER
3,829,900 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
3,829,900 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,829,900 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6% (3) | |||||
12 | TYPE OF REPORTING PERSON
OO |
(3) | Based upon 83,285,747 Shares outstanding as of November 1, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 5, 2015, and on 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015. |
SCHEDULE 13G
CUSIP No. 04744L106 | Page 5 of 10 |
1 | NAMES OF REPORTING PERSONS
Pappas Capital, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
NORTH CAROLINA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,829,900 | ||||
6 | SHARED VOTING POWER
- 0 - | |||||
7 | SOLE DISPOSITIVE POWER
3,829,900 | |||||
8 | SHARED DISPOSITIVE POWER
- 0 - | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,829,900 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6% (4) | |||||
12 | TYPE OF REPORTING PERSON
OO |
(4) | Based upon 83,285,747 Shares outstanding as of November 1, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 5, 2015, and on 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015. |
SCHEDULE 13G
CUSIP No. 04744L106 | Page 6 of 10 |
Item 1. |
(a) | Name of Issuer: |
Athersys, Inc. (the Issuer)
(b) | Address of Issuers Principal Executive Offices: |
3201 Carnegie Avenue, Cleveland, Ohio 44115-2634.
Item 2 |
(a) | Name of Person Filing: |
This statement is filed by A.M. Pappas Life Science Ventures III, LP, a Delaware limited partnership (Pappas Ventures III), PV III CEO Fund, LP, a Delaware limited partnership (the CEO Fund and together with Pappas Ventures III, the Pappas Funds), AMP&A Management III, LLC, a Delaware limited liability company (AMP&A Management), and Pappas Capital, LLC, a North Carolina limited liability company, which changed its name from A. M. Pappas & Associates, LLC on October 1, 2015 (Pappas). Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons.
AMP&A Management is the general partner of each of the Pappas Funds, and has a management agreement with Pappas whereby Pappas provides management services for the Pappas Funds. Due to its arrangements with the Pappas Funds, Pappas investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all shares owned by the Pappas Funds. By virtue of these relationships, each of AMP&A Management and Pappas may be deemed to beneficially own the Issuers Common Stock, par value $0.001 per share, owned directly by the Pappas Funds.
(b) | Address of Principal Business Office or, if none, Residence: |
The principal business office of each of the Reporting Persons is 2520 Meridian Parkway, Suite 400, Durham, North Carolina 27713.
(c) | Citizenship: |
The Pappas Funds and AMP&A Management are organized under the laws of the State of Delaware. Pappas is organized under the laws of the State of North Carolina.
(d) | Title of Class of Securities: |
Common Stock, par value $0.001 per share (the Shares).
(e) | CUSIP Number: |
04744L106
Item 3. | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
Item 4. | Ownership. |
Pappas Ventures III
(a) | Amount beneficially owned: |
SCHEDULE 13G
CUSIP No. 04744L106 | Page 7 of 10 |
3,605,724 Shares, including 67,785 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(b) Percent of class:
4.3% (based upon 83,285,747 Shares outstanding as of November 1, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 5, 2015, and on 67,785 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015).
(c) Number of shares as to which such person has:
(i) | Sole power to vote or to direct the vote |
0 Shares.
(ii) Shared power to vote or to direct the vote
3,605,724 Shares, including 67,785 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(iii) Sole power to dispose or to direct the disposition of
0 Shares.
(iv) Shared power to dispose or to direct the disposition of
3,605,724 Shares, including 67,785 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
CEO Fund
(a) Amount beneficially owned:
224,176 Shares, including 4,215 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(b) Percent of class:
0.3% (based upon 83,285,747 Shares outstanding as of November 1, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 5, 2015, and on 4,215 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0 Shares.
(ii) Shared power to vote or to direct the vote
224,176 Shares, including 4,215 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(iii) Sole power to dispose or to direct the disposition of
SCHEDULE 13G
CUSIP No. 04744L106 | Page 8 of 10 |
0 Shares.
(iv) Shared power to dispose or to direct the disposition of
224,176 Shares, including 4,215 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
AMP&A Management
(a) Amount beneficially owned:
3,829,900 Shares, including 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(b) Percent of class:
4.6% (based upon 83,285,747 Shares outstanding as of November 1, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 5, 2015, and on 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0 Shares.
(ii) Shared power to vote or to direct the vote
3,829,900 Shares, including 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(iii) Sole power to dispose or to direct the disposition of
0 Shares.
(iv) Shared power to dispose or to direct the disposition of
3,829,900 Shares, including 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
Pappas
(a) Amount beneficially owned:
3,829,900 Shares, including 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(b) Percent of class:
4.6% (based upon 83,285,747 Shares outstanding as of November 1, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 5, 2015, and on 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015).
(c) Number of shares as to which such person has:
SCHEDULE 13G
CUSIP No. 04744L106 | Page 9 of 10 |
(i) Sole power to vote or to direct the vote
3,829,900 Shares, including 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(ii) Shared power to vote or to direct the vote
0 Shares.
(iii) Sole power to dispose or to direct the disposition of
3,829,900 Shares, including 72,000 Shares issuable upon exercise of warrants that are exercisable by the Reporting Person within sixty days of December 31, 2015.
(iv) Shared power to dispose or to direct the disposition of
0 Shares.
As the general partner of each of the Pappas Funds, AMP&A Management may be deemed to be the beneficial owner of the Shares owned directly by the Pappas Funds. Due to its arrangements with the Pappas Funds, Pappass investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all Shares owned by the Pappas Funds, and thus may be deemed to be the beneficial owner of the Shares owned directly by the Pappas Funds.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein except to the extent of his or its pecuniary interest therein.
Item 5. | Ownership of Five Percent or Less of a Class. |
Each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities. Accordingly, this Amendment No. 3 constitutes an exit filing for each of the Reporting Persons.
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 or Control Person. |
Not Applicable
Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 1
Item 9. | Notice of Dissolution of Group. |
Not Applicable
Item 10. | Certifications. |
By signing below we certify that, to the best of our 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, other than activities solely in connection with a nomination under § 240.14a-11.
SCHEDULE 13G
CUSIP No. 04744L106 | Page 10 of 10 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2016
A.M. PAPPAS LIFE SCIENCE VENTURES III, LP | ||
By: | AMP&A Management III, LLC General Partner | |
By: | /s/ Ford S. Worthy | |
Name: Ford S. Worthy | ||
Title: Partner & Chief Financial Officer | ||
PV III CEO FUND, LP | ||
By: | AMP&A Management III, LLC General Partner | |
By: | /s/ Ford S. Worthy | |
Name: Ford S. Worthy | ||
Title: Partner & Chief Financial Officer | ||
AMP&A MANAGEMENT III, LLC | ||
By: | /s/ Ford S. Worthy | |
Name: Ford S. Worthy | ||
Title: Partner & Chief Financial Officer | ||
PAPPAS CAPITAL, LLC | ||
By: | /s/ Ford S. Worthy | |
Name: Ford S. Worthy | ||
Title: Partner |
Exhibit Index
Exhibit 1 | Joint Filing Agreement, dated February 16, 2016, among A.M. Pappas Life Science Ventures III, LP; PV III CEO Fund, LP; AMP&A Management III, LLC; and Pappas Capital, LLC. |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001, of Athersys, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to this agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this joint filing agreement to be executed on their behalf this 16th day of February, 2016.
A.M. PAPPAS LIFE SCIENCE VENTURES III, LP | ||
By: | AMP&A Management III, LLC General Partner | |
By: | /s/ Ford S. Worthy | |
Name: Ford S. Worthy | ||
Title: Partner & Chief Financial Officer | ||
PV III CEO FUND, LP | ||
By: | AMP&A Management III, LLC General Partner | |
By: | /s/ Ford S. Worthy | |
Name: Ford S. Worthy | ||
Title: Partner & Chief Financial Officer | ||
AMP&A MANAGEMENT III, LLC | ||
By: | /s/ Ford S. Worthy | |
Name: Ford S. Worthy | ||
Title: Partner & Chief Financial Officer | ||
PAPPAS CAPITAL, LLC | ||
By: | /s/ Ford S. Worthy | |
Name: Ford S. Worthy | ||
Title: Partner |