o | Rule 13d-1(b) | ||
x | Rule 13d-1(c) | ||
o | 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.
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CUSIP NO. 09064M105 | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Venrock Healthcare Capital Partners, L.P.
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)* | (a) o (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 | ||||
1,408,954 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
1,408,954
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,408,954 1 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW 9 | ||||
9.8% 2 | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN
|
1 |
See Item 4 below for a list of securities beneficially owned.
|
2 | This percentage is calculated based upon 13,982,826 shares of the Issuer’s common stock outstanding as of the date hereof based upon information provided by the Issuer plus 134,954 shares of common stock underlying warrants owned by the Reporting Persons. |
CUSIP NO. 09064M105 | |||||
1 | NAMES OF REPORTING PERSONS | ||||
VHCP Co-Investment Holdings, LLC
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) o (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 | ||||
1,408,954 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
1,408,954
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,408,954 1 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
9.98% 2 | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
1 |
See Item 4 below for a list of securities beneficially owned.
|
2 | This percentage is calculated based upon 13,982,826 shares of the Issuer’s common stock outstanding as of the date hereof based upon information provided by the Issuer plus 134,954 shares of common stock underlying warrants owned by the Reporting Persons. |
CUSIP NO. 09064M105 | |||||
1 | NAMES OF REPORTING PERSONS | ||||
VHCP Management, LLC
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) o (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 | ||||
1,408,954 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
1,408,954
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,408,954 1 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
9.98% 2 | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
1 |
See Item 4 below for a list of securities beneficially owned.
|
2 |
This percentage is calculated based upon 13,982,826 shares of the Issuer’s common stock outstanding as of the date hereof based upon information provided by the Issuer plus 134,954 shares of common stock underlying warrants owned by the Reporting Persons.
|
CUSIP NO. 09064M105 | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Hove, Anders
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) o (b) x |
|||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
-0- | |||||
6 | SHARED VOTING POWER | ||||
1,408,954 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
1,408,954
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,408,954 1 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
9.98% 2 | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
1 |
See Item 4 below for a list of securities beneficially owned.
|
2 |
This percentage is calculated based upon 13,982,826 shares of the Issuer’s common stock outstanding as of the date hereof based upon information provided by the Issuer plus 134,954 shares of common stock underlying warrants owned by the Reporting Persons.
|
CUSIP NO. 09064M105 | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Roberts, Bryan
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) o (b) x |
|||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
-0- | |||||
6 | SHARED VOTING POWER | ||||
1,408,954 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
1,408,954
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,408,954 1 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
9.98% 2 | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
1 |
See Item 4 below for a list of securities beneficially owned.
|
2 |
This percentage is calculated based upon 13,982,826 shares of the Issuer’s common stock outstanding as of the date hereof based upon information provided by the Issuer plus 134,954 shares of common stock underlying warrants owned by the Reporting Persons.
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
Item 2(a)
|
Name of Person Filing:
|
Venrock Healthcare Capital Partners, L.P.
VHCP Co-Investment Holdings, LLC
VHCP Management, LLC
Anders Hove
Bryan Roberts
|
VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP Co-Investment Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, LLC. |
Item 2(b)
|
Address of Principal Business Office or, if none, Residence:
|
New York Office:
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Palo Alto Office:
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Cambridge Office:
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530 Fifth Avenue
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3340 Hillview Avenue
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55 Cambridge Parkway
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22nd Floor
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Palo Alto, CA 94304
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Suite 100
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New York, NY 10036
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Cambridge, MA 02142
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Item 2(c)
|
Citizenship:
|
Item 2(d)
|
Title of Class of Securities:
|
Common Stock, par value $0.01 per share
|
Item 2(e)
|
CUSIP No.:
|
Item 3
|
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
Item 4
|
Ownership:
|
(a)
|
Amount beneficially owned:
|
Venrock Healthcare Capital Partners, L.P.
|
1,408,954
|
(1)
|
|
VHCP Co-Investment Holdings, LLC
|
1,408,954
|
(1)
|
|
VHCP Management, LLC
|
1,408,954
|
(1)
|
|
Anders Hove
|
1,408,954
|
(1)
|
|
Bryan Roberts
|
1,408,954
|
(1)
|
Venrock Healthcare Capital Partners, L.P.
|
9.98
|
%
|
|
VHCP Co-Investment Holdings, LLC
|
9.98
|
%
|
|
VHCP Management, LLC
|
9.98
|
%
|
|
Anders Hove
|
9.98
|
%
|
|
Bryan Roberts
|
9.98
|
%
|
(i)
|
Sole power to vote or to direct the vote
|
Venrock Healthcare Capital Partners, L.P.
|
0
|
|
|
VHCP Co-Investment Holdings, LLC
|
0
|
|
|
VHCP Management, LLC
|
0
|
|
|
Anders Hove
|
0
|
|
|
Bryan Roberts
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
Venrock Healthcare Capital Partners, L.P.
|
1,408,954
|
(1)
|
|
VHCP Co-Investment Holdings, LLC
|
1,408,954
|
(1)
|
|
VHCP Management, LLC
|
1,408,954
|
(1)
|
|
Anders Hove
|
1,408,954
|
(1)
|
|
Bryan Roberts
|
1,408,954
|
(1)
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
Venrock Healthcare Capital Partners, L.P.
|
0
|
|
|
VHCP Co-Investment Holdings, LLC
|
0
|
|
|
VHCP Management, LLC
|
0
|
|
|
Anders Hove
|
0
|
|
|
Bryan Roberts
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
Venrock Healthcare Capital Partners, L.P.
|
1,408,954
|
(1)
|
|
VHCP Co-Investment Holdings, LLC
|
1,408,954
|
(1)
|
|
VHCP Management, LLC
|
1,408,954
|
(1)
|
|
Anders Hove
|
1,408,954
|
(1)
|
|
Bryan Roberts
|
1,408,954
|
(1)
|
(1)
|
Consists of 1,076,990 shares of common stock and warrants to purchase 114,085 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 197,010 shares of common stock and warrants to purchase 20,869 shares of common stock owned by VHCP Co-Investment Holdings, LLC. Does not include additional warrants held by Venrock Healthcare Capital Partners, L.P. and VHCP Co-Investment Holdings, LLC that are exercisable when such holders, together with their affiliates, would not beneficially own more than 9.98% of the total number of shares of the Issuer’s common stock then issued and outstanding.
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
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:
|
Item 8
|
Identification and Classification of Members of the Group:
|
Item 9
|
Notice of Dissolution of Group:
|
Item 10
|
Certification:
|
Venrock Healthcare Capital Partners, L.P.
|
VHCP Co-Investment Holdings, LLC
|
|||||
By:
|
VHCP Management, LLC,
its General Partner
|
By:
|
VHCP Management, LLC,
its Manager
|
|||
By:
|
/s/ David L. Stepp
|
By:
|
/s/ David L. Stepp
|
|||
Name: David L. Stepp
|
Name: David L. Stepp
|
|||||
Title: Authorized Signatory
|
Title: Authorized Signatory
|
VHCP Management, LLC
|
|
|||||
By:
|
/s/ David L. Stepp |
|
||||
Name: David L. Stepp
Title: Authorized Signatory
|
||||||
|
|
|
||||
/s/ | David L. Stepp, as attorney-in-fact |
|
||||
Anders Hove |
|
|||||
/s/ | David L. Stepp, as attorney-in-fact | |||||
Bryan Roberts |
Venrock Healthcare Capital Partners, L.P.
|
VHCP Co-Investment Holdings, LLC
|
|||||
By:
|
VHCP Management, LLC,
its General Partner
|
By:
|
VHCP Management, LLC,
its Manager
|
|||
By:
|
/s/ David L. Stepp
|
By:
|
/s/ David L. Stepp
|
|||
Name: David L. Stepp
|
Name: David L. Stepp
|
|||||
Title: Authorized Signatory
|
Title: Authorized Signatory
|
VHCP Management, LLC
|
|
|||||
By:
|
/s/ David L. Stepp |
|
||||
Name: David L. Stepp
Title: Authorized Signatory
|
||||||
|
|
|
||||
/s/ | David L. Stepp, as attorney-in-fact |
|
||||
Anders Hove |
|
|||||
/s/ | David L. Stepp, as attorney-in-fact | |||||
Bryan Roberts |
(i)
|
prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and
|
(ii)
|
take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
|
/s/ Anders Hove
|
|
Anders Hove |
(i)
|
prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and
|
(ii)
|
take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
|
/s/ Bryan Roberts
|
|
Bryan Roberts |