SCHEDULE 13G
|
|
CUSIP No. 17240Y109
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Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
|
||
venBio Global Strategic Fund III, L.P.
|
|
|
|||
|
|
||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Cayman Islands
|
|
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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0
|
|
|
|||
|
|
||||
6
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SHARED VOTING POWER
|
|
|
||
1,980,706
|
|
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|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
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||
0
|
|
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|||
|
|
||||
8
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SHARED DISPOSITIVE POWER
|
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||
1,980,706
|
|
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|||
|
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.6%
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|||
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|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
PN
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|||
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SCHEDULE 13G
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CUSIP No. 17240Y109
|
Page 3 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
venBio Global Strategic GP III, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN, HC
|
|
|
|||
|
|
SCHEDULE 13G
|
|
CUSIP No. 17240Y109
|
Page 4 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
venBio Global Strategic GP III, Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
SCHEDULE 13G
|
|
CUSIP No. 17240Y109
|
Page 5 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robert Adelman
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
SCHEDULE 13G
|
|
CUSIP No. 17240Y109
|
Page 6 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Corey Goodman
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
SCHEDULE 13G
|
|
CUSIP No. 17240Y109
|
Page 7 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Aaron Royston
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,980,706
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
CUSIP No. 17240Y109
|
Page 8 of 11 Pages
|
Item 1(a). |
Name of Issuer
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices
|
Item 2(a). |
Names of Persons Filing
|
i) |
venBio Global Strategic Fund III, L.P. (“Fund III”);
|
ii) |
venBio Global Strategic GP III, L.P. (“General Partner III”);
|
iii) |
venBio Global Strategic GP III, Ltd. (“GP Ltd. III”);
|
iv) |
Robert Adelman (“Mr. Adelman”);
|
v) |
Corey Goodman (“Mr. Goodman”); and
|
vi) |
Aaron Royston (“Mr. Royston”)
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence
|
Item 2(c). |
Citizenship
|
Item 2(d). |
Title of Class of Securities
|
Item 2(e). |
CUSIP Number
|
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:
|
CUSIP No. 17240Y109
|
Page 9 of 11 Pages
|
Item 4. |
Ownership
|
Item 4(a) |
Amount Beneficially Owned
|
Item 4(b) |
Percent of Class
|
(c)
|
Number of shares as to which such person has:
|
||
(i)
|
sole power to vote or to direct the vote: See Line 5 of cover sheets.
|
||
(ii)
|
shared power to vote or to direct the vote: See Line 6 of cover sheets.
|
||
(iii)
|
sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
|
||
(iv)
|
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
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
|
CUSIP No. 17240Y109
|
Page 10 of 11 Pages
|
VENBIO GLOBAL STRATEGIC FUND III, L.P.
|
||
By:
|
VENBIO GLOBAL STRATEGIC GP III, L.P.
|
|
General Partner
|
||
By:
|
venBio Global Strategic GP III, Ltd.
|
|
General Partner
|
||
By:
|
*
|
|
Director
|
||
VENBIO GLOBAL STRATEGIC GP III, L.P.
|
||
By:
|
VENBIO GLOBAL STRATEGIC GP III, LTD.
|
|
General Partner
|
||
By:
|
*
|
|
Director
|
||
VENBIO GLOBAL STRATEGIC GP III, LTD.
|
||
By:
|
*
|
|
Director
|
||
*
|
||
Robert Adelman
|
||
*
|
||
Corey Goodman
|
||
*
|
||
Aaron Royston
|
||
*By:
|
/s/ David Pezeshki
|
|
David Pezeshki
|
||
As attorney-in-fact
|
CUSIP No. 17240Y109
|
Page 11 of 11 Pages
|
Ex.
|
Page No.
|
|
1
|
12
|
|
2
|
13
|
VENBIO GLOBAL STRATEGIC FUND III, L.P.
|
||
By:
|
VENBIO GLOBAL STRATEGIC GP III, L.P.
|
|
General Partner
|
||
By:
|
venBio Global Strategic GP III, Ltd.
|
|
General Partner
|
||
By:
|
*
|
|
Director
|
||
VENBIO GLOBAL STRATEGIC GP III, L.P.
|
||
By:
|
VENBIO GLOBAL STRATEGIC GP III, LTD.
|
|
General Partner
|
||
By:
|
*
|
|
Director
|
||
VENBIO GLOBAL STRATEGIC GP III, LTD.
|
||
By:
|
*
|
|
Director
|
||
*
|
||
Robert Adelman
|
||
*
|
||
Corey Goodman
|
||
*
|
||
Aaron Royston
|
||
*By:
|
/s/ David Pezeshki
|
|
David Pezeshki
|
||
As attorney-in-fact
|
/s/ Robert Adelman
|
|
Robert Adelman
|
|
/s/ Corey Goodman
|
|
Corey Goodman
|
/s/ Aaron Royston
|
|
Aaron Royston
|