0001144204-18-013020.txt : 20180306 0001144204-18-013020.hdr.sgml : 20180306 20180306142706 ACCESSION NUMBER: 0001144204-18-013020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180306 DATE AS OF CHANGE: 20180306 GROUP MEMBERS: ANTOINE PAPIERNIK GROUP MEMBERS: DENIS LUCQUIN GROUP MEMBERS: GRAZIANO SEGHEZZI GROUP MEMBERS: HENRIJETTE RICHTER GROUP MEMBERS: MONIQUE SAULNIER GROUP MEMBERS: SOFINNOVA PARTNERS SAS, A FRENCH CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Auris Medical Holding AG CENTRAL INDEX KEY: 0001601936 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88281 FILM NUMBER: 18669479 BUSINESS ADDRESS: STREET 1: BAHNHOFSTRASSE 21 CITY: 6300 ZUG STATE: V8 ZIP: 00000 BUSINESS PHONE: 41 (0)61 201 13 50 MAIL ADDRESS: STREET 1: BAHNHOFSTRASSE 21 CITY: 6300 ZUG STATE: V8 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Auris Medical AG DATE OF NAME CHANGE: 20140306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sofinnova Capital VII FCPR CENTRAL INDEX KEY: 0001616320 IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SOFINNOVA PARTNERS STREET 2: 18 RUE DU 4 SEPTEMBRE CITY: 75002 PARIS STATE: I0 ZIP: 00000 BUSINESS PHONE: 33-53-05-41-00 MAIL ADDRESS: STREET 1: C/O SOFINNOVA PARTNERS STREET 2: 18 RUE DU 4 SEPTEMBRE CITY: 75002 PARIS STATE: I0 ZIP: 00000 SC 13D/A 1 tv487881_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Auris Medical Holding AG

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

H03579101

(CUSIP Number)

Ha-Jin Shin

Sofinnova Partners

Immeuble le Centorial

16-18 rue du Quatre-Septembre

75002 Paris

France

+33 1 53 05 41 04

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 28, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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. H03579101

Page 2 of 11

1.	Name of Reporting Persons Sofinnova Capital VII FCPR (“SC VII”) EIN: 98-1028040
2.	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨ (b) x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization France

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 5,384,450 shares, except that Sofinnova Partners SAS (“SP SAS”), a French corporation and the management company of SC VII, may be deemed to have sole power to dispose of these shares, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Monique Saulnier (“Saulnier”), Graziano Seghezzi (“Seghezzi”) and Henrijette Richter (“Richter”), the managing partners of SP SAS, may be deemed to have shared power to dispose of such shares.
	8.	Shared Voting Power See row 7.
	9.	Sole Dispositive Power 5,384,450 shares, except that SP SAS, a French corporation and the management company of SC VII, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Saulnier, Seghezzi and Richter, the managing partners of SP SAS, may be deemed to have shared power to dispose of such shares.
	10.	Shared Dispositive Power See row 9.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,384,450 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 8.8% (1)
14.	Type of Reporting Person (see instructions) 00
(1) Based on 61,173,889 shares of Auris Medical Holding AG common stock issued and outstanding, which is the number of shares of common stock outstanding as of February 7, 2018, as disclosed by Auris Medical Holding AG in its Form F-1 filed with the Securities and Exchange Commission (“SEC”) on February 12, 2018.

CUSIP No. H03579101

Page 3 of 11

1.	Name of Reporting Persons Sofinnova Partners SAS, a French corporation (“SP SAS”)
2.	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨ (b) x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization France

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Lucquin, Papiernik, Saulnier, Seghezzi and Richter, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.
	8.	Shared Voting Power See row 7.
	9.	Sole Dispositive Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Lucquin, Papiernik, Saulnier, Seghezzi and Richter, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.
	10.	Shared Dispositive Power See row 9.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,384,450 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 8.8% (1)
14.	Type of Reporting Person (see instructions) 00
(1) Based on 61,173,889 shares of Auris Medical Holding AG common stock issued and outstanding, which is the number of shares of common stock outstanding as of February 7, 2018, as disclosed by Auris Medical Holding AG in its Form F-1 filed with the SEC on February 12, 2018.

CUSIP No. H03579101

Page 4 of 11

1.	Name of Reporting Persons Denis Lucquin (“Lucquin”)
2.	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨ (b) x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,384,450 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 8.8%
14.	Type of Reporting Person (see instructions) IN
(1) Based on 61,173,889 shares of Auris Medical Holding AG common stock issued and outstanding, which is the number of shares of common stock outstanding as of February 7, 2018, as disclosed by Auris Medical Holding AG in its Form F-1 filed with the SEC on February 12, 2018.

CUSIP No. H03579101

Page 5 of 11

1.	Name of Reporting Persons Antoine Papiernik (“Papiernik”)
2.	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨ (b) x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,384,450 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 8.8% (1)
14.	Type of Reporting Person (see instructions) IN
(1) Based on 61,173,889 shares of Auris Medical Holding AG common stock issued and outstanding, which is the number of shares of common stock outstanding as of February 7, 2018, as disclosed by Auris Medical Holding AG in its Form F-1 filed with the SEC on February 12, 2018.

CUSIP No. H03579101

Page 6 of 11

1.	Name of Reporting Persons Henrijette Richter (“Richter”)
2.	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨ (b) x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Dutch Citizen

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,384,450 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 8.8% (1)
14.	Type of Reporting Person (see instructions) IN
(1) Based on 61,173,889 shares of Auris Medical Holding AG common stock issued and outstanding, which is the number of shares of common stock outstanding as of February 7, 2018, as disclosed by Auris Medical Holding AG in its Form F-1 filed with the SEC on February 12, 2018.

CUSIP No. H03579101

Page 7 of 11

1.	Name of Reporting Persons Monique Saulnier (“Saulnier”)
2.	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨ (b) x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,384,450 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 8.8% (1)
14.	Type of Reporting Person (see instructions) IN
(1) Based on 61,173,889 shares of Auris Medical Holding AG common stock issued and outstanding, which is the number of shares of common stock outstanding as of February 7, 2018, as disclosed by Auris Medical Holding AG in its Form F-1 filed with the SEC on February 12, 2018.

CUSIP No. H03579101

Page 8 of 11

1.	Name of Reporting Persons Graziano Seghezzi (“Seghezzi”)
2.	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨ (b) x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Italian Citizen

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 5,384,450 shares, all of which are owned directly by of SC VII. SP SAS, the management company of SC VII, may be deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,384,450 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 8.8% (1)
14.	Type of Reporting Person (see instructions) IN
(1) Based on 61,173,889 shares of Auris Medical Holding AG common stock issued and outstanding, which is the number of shares of common stock outstanding as of February 7, 2018, as disclosed by Auris Medical Holding AG in its Form F-1 filed with the SEC on February 12, 2018.

Page 9 of 11

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) by Sofinnova Capital VII FCPR (“SC VII”), Sofinnova Partners SAS, a French corporation (“SP SAS”), and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Monique Saulnier (“Saulnier”), the managing partners of SP SAS (collectively, the "Listed Persons" and together with SC VII and SP SAS, the “Filing Persons”) on August 5, 2014. Rafaèle Tordjman ceased to be a managing partner of SP SAS on February 28, 2017, and is not a Listed Person on this Amendment No. 1. Graziano Seghezzi (“Seghezzi”) and Henrijette Richter (“Richter”) subsequently became managing partners of SP SAS and each is included as a Listed Person on this Amendment No. 1. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended by deleting it in its entirety and replacing it with the following:

(a) See Rows 11 and 13 of the cover page for each of the Filing Persons. The Filing Persons disclaim beneficial ownership with respect to these shares except to the extent of their pecuniary interest therein.

(b) See Rows 7, 8, 9, and 10 for each Filing Person.

(c) SC VII sold shares of Common Stock, nominal value CHF 0.40 per share, of Auris Medical Holding AG (the “Common Stock”) during the last 60 days in open market transactions on the following dates at the daily average prices indicated below:

Date	Shares	Per Share Average Price
February 26, 2018	220,910	$.2652
February 27, 2018	73,446	$.2573
February 28, 2018	669,867	$.2566
March 1, 2018	441,768	$.2568
March 2, 2018	594,009	$.2898

(d) Under certain circumstances set forth in the operating agreement of SC VII, the equity holders of SC VII and SAS, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by SC VII.

(e) Not applicable.

Page 10 of 11

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: March 5, 2018

SOFINNOVA CAPITAL VII FCPR		SOFINNOVA PARTNERS SAS

By:	Sofinnova Partners SAS	By:	/s/ Monique Saulnier
		Name:	Monique Saulnier
		Title:	Managing Partner
By:	/s/ Monique Saulnier
Name:	Monique Saulnier
Title:	Managing Partner

By:	/s/ Denis Lucquin	By:	/s/ Monique Saulnier
Name:	Denis Lucquin	Name:	Monique Saulnier

By:	/s/ Antoine Papiernik	By:	/s/ Henrijette Richter
Name:	Antoine Papiernik	Name:	Henrijette Richter

By:	/s/ Graziano Seghezzi
Name:	Graziano Seghezzi

Page 11 of 11

EXHIBIT A

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 13D (including amendments thereto) with respect to the shares of Auris Medical Holding AG and further agree that this agreement be included as an exhibit to such filing. Each party to the 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 joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 5th day of March, 2018.

SOFINNOVA CAPITAL VII FCPR		SOFINNOVA PARTNERS SAS

By:	Sofinnova Partners SAS	By:	/s/ Monique Saulnier
		Name:	Monique Saulnier
		Title:	Managing Partner
By:	/s/ Monique Saulnier
Name:	Monique Saulnier
Title:	Managing Partner

By:	/s/ Denis Lucquin	By:	/s/ Monique Saulnier
Name:	Denis Lucquin	Name:	Monique Saulnier

By:	/s/ Antoine Papiernik	By:	/s/ Henrijette Richter
Name:	Antoine Papiernik	Name:	Henrijette Richter

By:	/s/ Graziano Seghezzi
Name:	Graziano Seghezzi