CUSIP NO. 91790E102
|
13D | Page 2 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Clarus Lifesciences I, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(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) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,973,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP NO. 91790E102
|
13D | Page 3 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Clarus Ventures I Management, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,973,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP NO. 91790E102
|
13D | Page 4 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Clarus Ventures I, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,973,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP NO. 91790E102
|
13D | Page 5 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Robert Liptak
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,973,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 6 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Nicholas Simon
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,973,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 7 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Nicholas Galakatos
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,973,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 8 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Dennis Henner
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,973,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 9 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Kurt Wheeler
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,973,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 10 of 16 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Michael Steinmetz
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
German citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
5,000 shares
|
|
8
|
SHARED VOTING POWER
4,973,820 shares
|
||
9
|
SOLE DISPOSITIVE POWER
5,000 shares
|
||
10
|
SHARED DISPOSITIVE POWER
4,973,820 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,978,820 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 91790E102
|
13D | Page 11 of 16 Pages |
CUSIP NO. 91790E102
|
13D | Page 12 of 16 Pages |
|
(a)
|
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
|
(b)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
(c)
|
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
(e)
|
Any material change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any other material change in the Issuer’s business or corporate structure;
|
|
(g)
|
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
|
|
(h)
|
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
(i)
|
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|
|
(j)
|
Any action similar to any of those enumerated above.
|
CUSIP NO. 91790E102
|
13D | Page 13 of 16 Pages |
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: See line 7 of cover sheets
|
|
(ii)
|
shared power to vote or to direct the vote: See line 8 of cover sheets
|
|
(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets.
|
|
(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
|
|
(d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.
|
|
(e)
|
Not applicable.
|
CUSIP NO. 91790E102
|
13D | Page 14 of 16 Pages |
CLARUS LIFESCIENCES I, L.P.
By: Clarus Ventures I Management, L.P., its general partner
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I MANAGEMENT, L.P.
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I, LLC
By: /s/ Robert Liptak
|
Manager
|
*
|
Nicholas Galakatos
|
*
|
Dennis Henner
|
/s/ Robert Liptak
|
Robert Liptak
|
*
|
Nicholas Simon
|
*
|
Michael Steinmetz
|
*
|
Kurt Wheeler
|
CUSIP NO. 91790E102
|
13D | Page 15 of 16 Pages |
CLARUS LIFESCIENCES I, L.P.
By: Clarus Ventures I Management, L.P., its general partner
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I MANAGEMENT, L.P.
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I, LLC
By: /s/ Robert Liptak
|
Manager
|
*
|
Nicholas Galakatos
|
*
|
Dennis Henner
|
/s/ Robert Liptak
|
Robert Liptak
|
*
|
Nicholas Simon
|
*
|
Michael Steinmetz
|
*
|
Kurt Wheeler
|
CUSIP NO. 91790E102
|
13D | Page 16 of 16 Pages |