0001144204-18-005934.txt : 20180206 0001144204-18-005934.hdr.sgml : 20180206 20180206130037 ACCESSION NUMBER: 0001144204-18-005934 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180206 DATE AS OF CHANGE: 20180206 GROUP MEMBERS: ALTA PARTNERS MANAGEMENT VIII, LLC GROUP MEMBERS: DANIEL JANNEY GROUP MEMBERS: FARAH CHAMPSI GROUP MEMBERS: GUY NOHRA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: aTYR PHARMA INC CENTRAL INDEX KEY: 0001339970 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 203435077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88839 FILM NUMBER: 18576944 BUSINESS ADDRESS: STREET 1: 3545 JOHN HOPKINS COURT, STE #250 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-731-8389 MAIL ADDRESS: STREET 1: 3545 JOHN HOPKINS COURT, STE #250 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alta Partners VIII, L.P. CENTRAL INDEX KEY: 0001399763 IRS NUMBER: 204774702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-362-4022 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 tv484946_sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

ATyr Pharma, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

002120103

(CUSIP Number)

 

December 31, 2017

(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 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. 00212010313GPage 2 of 11 Pages

 

1 NAMES OF REPORTING PERSON

Alta Partners VIII, L.P.

 

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

1,777,875 (a)

6

 

SHARED VOTING POWER

-0-

7

 

SOLE DISPOSITIVE POWER

1,777,875 (a)

8

 

SHARED DISPOSITIVE POWER

-0-

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,777,875 (a)

 

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

 

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0% (b)

 

 
12

TYPE OF REPORTING PERSON

PN

 

 
         
(a)Alta Partners VIII, L.P. (“AP VIII”) has sole voting and dispositive control over 1,777,875 shares of common stock (“Common Stock”) of ATyr Pharma, Inc. (the “Issuer”), except that Alta Partners Management VIII, LLC (“APM VIII”), the general partner of AP VIII, and Farah Champsi (“Champsi”), Daniel Janney (“Janney”) and Guy Nohra (“Nohra”), managing directors of AP VIII, may be deemed to share dispositive and voting power over such stock. Additional information about AP VIII is set forth in Attachment A hereto.
(b)The percentage set forth in row (11) is based on the 29,758,347 outstanding shares of Common Stock as of November 7, 2017 as reported in the Issuer’s 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 14, 2017. The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2017.

 

 

CUSIP No. 00212010313GPage 3 of 11 Pages

 

1 NAMES OF REPORTING PERSON

Alta Partners Management VIII, LLC

 

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

-0-

6

 

SHARED VOTING POWER

1,777,875 (c)

7

 

SOLE DISPOSITIVE POWER

-0-

8

 

SHARED DISPOSITIVE POWER

1,777,875 (c)

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,777,875 (c)

 

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

 

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0% (b)

 

 
12

TYPE OF REPORTING PERSON

OO

 

 
         

(c)APM VIII is the general partner of AP VIII and shares voting and dispositive power over the shares of Common Stock held by AP VIII.

 

 

CUSIP No. 00212010313GPage 4 of 11 Pages

 

1 NAMES OF REPORTING PERSON

Farah Champsi

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨

 

 

(b) x
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

1,777,875(d)

7

 

SOLE DISPOSITIVE POWER

-0-

8

 

SHARED DISPOSITIVE POWER

1,777,875 (d)

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,777,875 (d)

 

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

 

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0% (b)

 

 
12

TYPE OF REPORTING PERSON

IN

 

 
         

(d)Champsi is a managing director of APM VIII and may be deemed to share voting and dispositive control over the 1,777,875 shares of Common Stock held by AP VIII.

 

 

CUSIP No. 00212010313GPage 5 of 11 Pages

 

1 NAMES OF REPORTING PERSON

Daniel Janney

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨

 

 

(b) x
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

1,777,875 (e)

7

 

SOLE DISPOSITIVE POWER

-0-

8

 

SHARED DISPOSITIVE POWER

1,777,875 (e)

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,777,875 (e)

 

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

 

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0% (b)

 

 
12

TYPE OF REPORTING PERSON

IN

 

 
         

(e)Janney is a managing director of APM VIII and may be deemed to share voting and dispositive control over the 1,777,875 shares of Common Stock held by AP VIII.

 

 

CUSIP No. 00212010313GPage 6 of 11 Pages

 

1 NAMES OF REPORTING PERSON

Guy Nohra

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨

 

 

(b) x
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

1,777,875 (f)

7

 

SOLE DISPOSITIVE POWER

-0-

8

 

SHARED DISPOSITIVE POWER

1,777,875 (f)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,777,875 (f)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0% (b)

 

12

TYPE OF REPORTING PERSON

IN

 

         

(f)Nohra is a managing director of APM VIII and may be deemed to share voting and dispositive control over the 1,777,875 shares of Common Stock held by AP VIII.

 

 

CUSIP No. 00212010313GPage 7 of 11 Pages

 

Item 1.

 

  (a)

Name of Issuer:

ATyr Pharma, Inc. (“Issuer”)

     
  (b)

Address of Issuer’s Principal Executive Offices:

3545 Johns Hopkins Court, Suite 250

San Diego, CA 92121

 

Item 2.

 

  (a)

Name of Person Filing:

Alta Partners VIII, L.P. (“APVIII”)

Alta Partners Management VIII, LLC (“APMVIII”)

Guy Nohra (“GN”)

Daniel Janney (“DJ”)

Farah Champsi (“FC”)

       
  (b)

Address of Principal Business Office:

One Embarcadero Center, Suite 3700

San Francisco, CA 94111

       
  (c) Citizenship/Place of Organization:
     
   

Entities:

APVIII

APMVIII 

 

- Delaware

- Delaware

       
   

Individuals:  

DJ

GN

FC

 

- United States

- United States

- United States

       
  (d)

Title of Class of Securities:

Common Stock, $0.001 par value per share

       
  (e)

CUSIP Number:

002120103

 

Item 3. Not applicable.

 

 

CUSIP No. 00212010313GPage 8 of 11 Pages

 

Item 4. Ownership.

 

The following beneficial ownership information is provided as of December 31, 2015.

 

Please see Attachment A

Fund Entities  Shares Held Directly   Sole Voting Power   Shared Voting Power   Sole Dispositive Power   Shared Dispositive Power   Beneficial Ownership   Percentage of Class 
APVIII   1,777,875    0    1,777,875    0    1,777,875    1,777,875    6.0%
APMVIII   0    0    1,777,875    0    1,777,875    1,777,875    6.0%
DJ   0    0    1,777,875    0    1,777,875    1,777,875    6.0%
GN   0    0    1,777,875    0    1,777,875    1,777,875    6.0%
FC   0    0    1,777,875    0    1,777,875    1,777,875    6.0%

 

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 5 percent of the class of securities, check the following ¨

 

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

 

No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act.

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10. Certification

 

Not applicable.

 

EXHIBITS

 

A: Joint Filing Statement

 

 

CUSIP No. 00212010313GPage 9 of 11 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.

 

Date: February 6, 2018

 

Alta Partners VIII, L.P.  
By: Alta Partners Management VIII, LLC  
     
     
By: /s/ Daniel Janney  
  Daniel Janney, Managing Director  
     
     
Alta Partners Management VIII, LLC  
     
     
By: /s/ Daniel Janney  
  Daniel Janney, Managing Director  
     
/s/ Daniel Janney  
  Daniel Janney  
     
     
/s/ Guy Nohra  
  Guy Nohra  
     
     
/s/ Farah Champsi  
  Farah Champsi  

 

 

CUSIP No. 00212010313GPage 10 of 11 Pages

 

EXHIBIT A

 

AGREEMENT OF JOINT FILING

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.

  

Date: February 6, 2018

 

Alta Partners VIII, L.P.  
By: Alta Partners Management VIII, LLC  
     
     
By: /s/ Daniel Janney  
  Daniel Janney, Managing Director  
     
     
Alta Partners Management VIII, LLC  
     
     
By: /s/ Daniel Janney  
  Daniel Janney, Managing Director  
     
     
/s/ Daniel Janney  
  Daniel Janney  
     
     
/s/ Guy Nohra  
  Guy Nohra  
     
     
/s/ Farah Champsi  
  Farah Champsi  

 

 

CUSIP No. 00212010313GPage 11 of 11 Pages

 

Attachment A

 

Alta Partners VIII, L.P. beneficially owns 1,777,875 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

 

Alta Partners Management VIII, LLC is the general partner of Alta Partners VIII, L.P. and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Alta Partners Management VIII, LLC disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.

 

Mr. Daniel Janney is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Janney disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

 

Mr. Guy Nohra is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Nohra disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

 

Ms. Farah Champsi is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Ms. Champsi disclaims beneficial ownership of all such shares, except to the extent of her pecuniary interest therein.