Domain Associates, LLC
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Ropes & Gray LLP
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One Palmer Square
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1211 Avenue of the Americas
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Princeton, NJ 08542
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New York, NY 10036
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Attn: Kathleen K. Schoemaker
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Attn: Morri H. Weinberg, Esq.
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Tel: (609) 683-5656
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Tel: (212) 596-9000
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Domain Partners VIII, L.P.
EIN No.:
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)x
(b)o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS o
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER 3,006,132
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER 3,006,132
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,006,132
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%
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14.
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TYPE OF REPORTING PERSON
PN
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
DP VIII Associates, L.P.
EIN No.:
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)x
(b)o
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3.
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SEC USE ONLY
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|||
4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS o
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER 22,306
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER 22,306
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,306
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14.
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TYPE OF REPORTING PERSON
PN
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Domain Associates, LLC
EIN No.:
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)x
(b)o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS o
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER 6,250
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER 6,250
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,250
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
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14.
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TYPE OF REPORTING PERSON
OO
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(a)
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This Schedule 13D is being filed on behalf of each of the following persons pursuant to Rule 13d-1(k) of Regulation D-G under the Securities Exchange Act of 1934, as amended (the "Exchange Act"): Domain Partners VIII, L.P., a Delaware limited partnership ("DP VIII"), DP VIII Associates, L.P., a Delaware limited partnership ("DP VIII A"), and Domain Associates, LLC, a Delaware limited liability company ("DA") (each, a "Reporting Person" and collectively, the “Reporting Persons”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The agreement among the Reporting Persons to file as a group (the “Joint Filing Agreement”) is attached hereto as Exhibit A.
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(b)-(c)
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The principal business of each of DP VIII and DP VIII A is that of a private investment partnership. The sole general partner of DP VIII and DP VIII A is One Palmer Square Associates VIII, LLC, a Delaware limited liability company (“OPSA VIII”). The principal business of OPSA VIII is that of acting as the general partner of DP VIII and DP VIII A. James C. Blair, Brian H. Dovey, Jesse I. Treu, Kathleen K. Schoemaker, Brian K. Halak, and Nicole Vitullo are the managing members of OPSA VIII.
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The principal business of DA is that of a venture capital management company. James C. Blair, Brian H. Dovey, Jesse I. Treu, Kathleen K. Schoemaker, Brian K. Halak, Nicole Vitullo and Kim P. Kamdar are the managing members of DA.
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The principal business address of each of the entities and individuals named in this Item 2 is c/o Domain Associates, LLC., One Palmer Square, Princeton, New Jersey 08542.
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(d)–(e)
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During the last five years, none of the Reporting Persons or individuals named in this Item 2 has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Each of the individuals named in this Item 2 is a citizen of the United States.
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(a)
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DP VIII directly beneficially owns 3,006,132 shares of Common Stock, or approximately 17.4% of the Common Stock outstanding. DP VIII A directly beneficially owns 22,306 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding. OPSA VIII, as the general partner of DP VIII and DP VIII A, may be deemed to indirectly beneficially own the securities that are directly beneficially owned by DP VIII and DP VIII A.
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DA directly beneficially owns 6,250 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.
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(b)
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The managing members of OPSA VIII may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by DP VIII and DP VIII A. The managing members of DA may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by DA. Each of the managing members of OPSA VIII and DA disclaims beneficial ownership of all securities other than those he or she owns directly, if any, or by virtue of his or her indirect pro rata interest, as a managing member of OPSA VIII and/or DA, in the securities owned by DP VIII, DP VIII A and/or DA.
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(c)
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Not Applicable.
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(d)
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Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock owned by the Reporting Persons.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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DOMAIN PARTNERS VIII, L.P.
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By:
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One Palmer Square Associates VIII, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DP VIII ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VIII, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DOMAIN ASSOCIATES, LLC
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DOMAIN PARTNERS VIII, L.P.
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By:
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One Palmer Square Associates VIII, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DP VIII ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VIII, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DOMAIN ASSOCIATES, LLC
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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