0001193125-15-050303.txt : 20150213 0001193125-15-050303.hdr.sgml : 20150213 20150213170353 ACCESSION NUMBER: 0001193125-15-050303 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: JOSHUA WOLFE GROUP MEMBERS: LUX CAPITAL MANAGEMENT, LLC GROUP MEMBERS: LUX VENTURE ASSOCIATES II, LLC GROUP MEMBERS: LUX VENTURE PARTNERS II, L.P. GROUP MEMBERS: LUX VENTURES II SIDECAR, L.P. GROUP MEMBERS: PETER HEBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENOCEA BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001457612 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87984 FILM NUMBER: 15616024 BUSINESS ADDRESS: STREET 1: 100 ACORN PARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617-876-8191 MAIL ADDRESS: STREET 1: 100 ACORN PARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 FORMER COMPANY: FORMER CONFORMED NAME: GENOCEA BIOSCIENCES INC DATE OF NAME CHANGE: 20090304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lux Ventures II, L.P. CENTRAL INDEX KEY: 0001592755 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 295 MADISON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-475-4385 MAIL ADDRESS: STREET 1: 295 MADISON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 d873940dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Genocea Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

372427104

(CUSIP Number)

December 31, 2014

(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. 372427104  

 

  1.   

Names of Reporting Persons

 

Lux Ventures II, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

    1,025,835

     7.    

    Sole Dispositive Power

 

    0

     8.    

    Shared Dispositive Power

 

    1,025,835

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,025,835

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

5.8%

12.  

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 372427104  

 

  1.   

Names of Reporting Persons

 

Lux Ventures II Sidecar, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

    46,776

     7.    

    Sole Dispositive Power

 

    0

     8.    

    Shared Dispositive Power

 

    46,776

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

46,776

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.3%

12.  

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 372427104  

 

  1.   

Names of Reporting Persons

 

Lux Venture Partners II, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

 

    1,072,611

     7.    

    Sole Dispositive Power

 

    0

     8.    

    Shared Dispositive Power

 

    1,072,611

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,072,611

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.1%

12.  

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 372427104  

 

  1.   

Names of Reporting Persons

 

Lux Venture Associates II, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

 

    1,072,611

     7.    

    Sole Dispositive Power

 

    0

     8.    

    Shared Dispositive Power

 

    1,072,611

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,072,611

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.1%

12.  

Type of Reporting Person (See Instructions)

 

OO

 


CUSIP No. 372427104  

 

  1.   

Names of Reporting Persons

 

Lux Capital Management, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

 

    1,072,611

     7.    

    Sole Dispositive Power

 

    0

     8.    

    Shared Dispositive Power

 

    1,072,611

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,072,611

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.1%

12.  

Type of Reporting Person (See Instructions)

 

OO

 


CUSIP No. 372427104  

 

  1.   

Names of Reporting Persons

 

Joshua Wolfe

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States of America

Number of 

Shares 

Beneficially 

Owned by 

Each 

Reporting 

Person  With 

     5.    

    Sole Voting Power

 

    0

     6.    

    Shared Voting Power

 

    1,072,611

     7.    

    Sole Dispositive Power

 

    0

     8.    

    Shared Dispositive Power

 

    1,072,611

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,072,611

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.1%

12.  

Type of Reporting Person (See Instructions)

 

IN

 


CUSIP No. 372427104  

 

  1.   

Names of Reporting Persons

 

Peter Hebert

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States of America

Number of 

Shares 

Beneficially 

Owned by 

Each 

Reporting 

Person  With 

     5.    

    Sole Voting Power

 

    0

     6.    

    Shared Voting Power

 

    1,072,611

     7.    

    Sole Dispositive Power

 

    0

     8.    

    Shared Dispositive Power

 

    1,072,611

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,072,611

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.1%

12.  

Type of Reporting Person (See Instructions)

 

IN

 


Item 1.
       (a)   

Name of Issuer:

 

Genocea Biosciences, Inc. (the “Issuer”)

       (b)   

Address of Issuer’s Principal Executive Offices:

 

100 Acorn Park Drive, 5th Floor

Cambridge, MA 02140

 

Item 2.
       (a)   

Name of Person Filing:

 

Lux Ventures II, L.P. (“Lux II”); Lux Ventures II Sidecar II, L.P. (“Lux II Sidecar”); Lux Venture Partners II, L.P. (“Lux Venture Partners”), which is the general partner of each of Lux II and Lux II Sidecar; Lux Venture Associates II, LLC (“Lux Associates”), which is the general partner of Lux Venture Partners; Lux Capital Management, LLC (“Lux Management”), which is the sole member of Lux Associates (collectively, the “Reporting Entities” and individually, each a “Reporting Entity”); and Joshua Wolfe (“Wolfe”) and Peter Hebert (“Hebert”) (collectively, “Managers” and individually, each a “Manager”) are each individual managers of Lux Management. The Reporting Entities and the Managers collectively are referred to as the “Reporting Persons”.

       (b)   

Address of Principal Business Office or, if none, Residence:

 

The address and principal business office of the Reporting Persons is Lux Capital, 295 Madison Avenue, 24th Floor, New York, NY 10017.

 

       (c)   

Citizenship:

 

Lux II, Lux II Sidecar and Lux Venture Partners are limited partnerships organized under the laws of the State of Delaware. Lux Associates and Lux Management are limited liability companies organized under the laws of the State of Delaware. Each Manager is a U.S. citizen.

       (d)   

Title of Class of Securities:

 

Common stock, par value $0.001 per share (“Common Stock”).

       (e)   

CUSIP Number:

 

372427104

Item 3.        If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
       Not Applicable.

Item 4.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.

The percent of class represented by the amount beneficially owned by each Reporting Person is based on 17,610,154 shares of Common Stock outstanding on November, 3 2014, as indicated by the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014.

Lux II is the record owner of 1,025,835 shares of Common Stock (the “Lux II Record Shares”) as of December 31, 2014. Lux II Sidecar is the record owner of 46,776 shares of Common Stock (the “Lux II Sidecar Record Shares”) as of December 31, 2014. Lux Venture Partners, as the sole general partner of each of Lux II and Lux II Sidecar, may be deemed to beneficially own the Lux II Record Shares and the Lux II Sidecar Record Shares. Lux Associates, as the sole general partner of Lux Venture Partners, may be deemed to beneficially own the Lux II Record Shares and the Lux II Sidecar Record Shares. Lux Management, as the sole member of Lux Associates, may be deemed to beneficially own the Lux II Record Shares and the Lux II Sidecar Record Shares. As the individual managers of Lux Management, each of the Managers also may be deemed to beneficially own Lux II Record Shares and the Lux II Sidecar Record Shares.


By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of Lux II, Lux II Sidecar, Lux Venture Partners, Lux Associates and Lux Management may be deemed to share the power to direct the disposition and vote of the Lux II Record Shares and the Lux II Sidecar Record Shares.

 

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 or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

See Exhibit 2 for Members of the Group.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

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.

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Members of the Group.

Exhibit 3 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.


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 February 13, 2015

 

Lux Ventures II, L.P.
By:   Lux Venture Partners II, L.P.
  its General Partner
  By:   Lux Venture Associates II, LLC
    its General Partner
    By:   Lux Capital Management, LLC
      its Sole Member
                  By:  

*

                  Name:   Peter Hebert
                  Title:   Managing Director

 

Lux Ventures II Sidecar, L.P.
By:   Lux Venture Partners II, L.P.
  its General Partner
  By:   Lux Venture Associates II, LLC
    its General Partner
    By:   Lux Capital Management, LLC
      its Sole Member
                  By:  

*

                  Name:   Peter Hebert
                  Title:   Managing Director

 

Lux Venture Partners II, L.P.

By:

  Lux Venture Associates II, LLC
  its General Partner
  By:   Lux Capital Management, LLC
    its Sole Member
    By:  

*

    Name:   Peter Hebert
    Title:   Managing Director


Lux Venture Associates II, LLC

By:

  Lux Capital Management, LLC
  its Sole Member
  By:  

*

 

  Name:   Peter Hebert
  Title:   Managing Director

 

Lux Capital Management, LLC

By:

 

*

Name:

  Peter Hebert

Title:

  Managing Director

*

Joshua Wolfe

*

Peter Hebert

 

* By:

 

/s/ Peter Hebert

  Peter Hebert as
  Attorney-in-Fact

This Agreement was executed by Peter Hebert pursuant to Powers of Attorney attached hereto as Exhibit 3 and incorporated herein by reference.

EX-99.1 2 d873940dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Genocea Biosciences, Inc.

Dated February 13, 2015

 

Lux Ventures II, L.P.

By:

  Lux Venture Partners II, L.P.
 

its General Partner

  By:   Lux Venture Associates II, LLC
   

its General Partner

    By:   Lux Capital Management, LLC
     

its Sole Member

     

            By:

 

*

     

            Name:

  Peter Hebert
     

            Title:

  Managing Director

 

Lux Ventures II Sidecar, L.P.
By:   Lux Venture Partners II, L.P.
  its General Partner
  By:   Lux Venture Associates II, LLC
    its General Partner
    By:   Lux Capital Management, LLC
      its Sole Member
                  By:  

*

                  Name:   Peter Hebert
                  Title:   Managing Director

 

Lux Venture Partners II, L.P.
By:   Lux Venture Associates II, LLC
  its General Partner
  By:   Lux Capital Management, LLC
    its Sole Member
    By:  

*

    Name:   Peter Hebert
    Title:   Managing Director


Lux Venture Associates II, LLC
By:   Lux Capital Management, LLC
  its Sole Member
  By:  

*

  Name:   Peter Hebert
  Title:   Managing Director
Lux Capital Management, LLC
By:  

*

Name:   Peter Hebert
Title:   Managing Director

*

Joshua Wolfe

*

Peter Hebert

 

* By:  

/s/ Peter Hebert

  Peter Hebert as
  Attorney-in-Fact

This Agreement was executed by Peter Hebert pursuant to Powers of Attorney attached hereto as Exhibit 3 and incorporated herein by reference.

EX-99.2 3 d873940dex992.htm EX-99.2 EX-99.2

Exhibit 2

MEMBERS OF THE GROUP

Group I

Lux Ventures II, L.P.

Lux Ventures II Sidecar, L.P.

EX-99.3 4 d873940dex993.htm .EX-99.3 .EX-99.3

Exhibit 3

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Peter Hebert or Joshua Wolfe, acting singly, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of February, 2015.

 

Lux Ventures II, L.P.
By:   Lux Venture Partners II, L.P.
  its General Partner
  By:   Lux Venture Associates II, LLC
    its General Partner
    By:   Lux Capital Management, LLC
      its Sole Member
                    By:  

/s/ Peter Hebert

                    Name:   Peter Hebert
                    Title:   Managing Director

 

Lux Ventures II Sidecar, L.P.
By:   Lux Venture Partners II, L.P.
  its General Partner
  By:   Lux Venture Associates II, LLC
    its General Partner
    By:   Lux Capital Management, LLC
      its Sole Member
        By:  

/s/ Peter Hebert

        Name:   Peter Hebert
        Title:   Managing Director


Lux Venture Partners II, L.P.
By:   Lux Venture Associates II, LLC
  its General Partner
  By:   Lux Capital Management, LLC
    its Sole Member
    By:  

/s/ Peter Hebert

    Name:   Peter Hebert
    Title:   Managing Director

 

Lux Venture Associates II, LLC
By:   Lux Capital Management, LLC
  its Sole Member
  By:  

/s/ Peter Hebert

  Name:   Peter Hebert
  Title:   Managing Director

 

Lux Capital Management, LLC
By:  

/s/ Peter Hebert

Name:   Peter Hebert
Title:   Managing Director

/s/ Joshua Wolfe

Joshua Wolfe

/s/ Peter Hebert

Peter Hebert