SC 13G 1 v388464_sc13g.htm SC 13G

 

CUSIP NO. 91790E102 13G Page 1 of 12

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.    )*

 

 

 

VBI Vaccines, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

91790E102

(CUSIP Number)

 

July 25, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

oRule 13d-1(b)

 

xRule 13d-1(c)

 

oRule 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 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).

 

(Continued on following pages)

 

 
 

 

CUSIP NO. 91790E102 13G Page 2 of 12

 

1 NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
5AM Ventures II, L.P. (“Ventures II”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      o          (b)     x 

3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,897,452 shares, except that 5AM Partners II, LLC (“Partners II”), the general partner of Ventures II, may be deemed to have sole voting power, and Dr. John Diekman (“Diekman”), Andrew Schwab (“Schwab”) and Dr. Scott Rocklage (“Rocklage”), managing members of Partners II, may be deemed to have shared power to vote these shares.
8 SHARED VOTING POWER
See response to row 7.
9 SOLE DISPOSITIVE POWER
1,897,452 shares, except that Partners II, the general partner of Ventures II, may be deemed to have sole dispositive power, and Diekman, Schwab and Rocklage, managing members of Partners II, may be deemed to have shared power to dispose of these shares.
10 SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,897,452

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.618% (A)

 

14

TYPE OF REPORTING PERSON

PN 

 

(A)Percentage based on 19,728,127 shares outstanding as reported on Form 10-Q filed on August 8, 2014 by the Issuer

 

 
 

 

CUSIP NO. 91790E102 13G Page 3 of 12

 

 

1 NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
5AM Co-Investors II, L.P. (“Co-Investors II”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      o          (b)     x 

3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
74,867 shares, except that Partners II, the general partner of Co-Investors II, may be deemed to have sole voting power, and Diekman, Schwab and Rocklage, managing members of Partners II, may be deemed to have shared power to vote these shares.
8 SHARED VOTING POWER
See response to row 7.
9 SOLE DISPOSITIVE POWER
74,867 shares, except that Partners II, the general partner of Co-Investors II, may be deemed to have sole dispositive power, and Diekman, Schwab and Rocklage, managing members of Partners II, may be deemed to have shared power to dispose of these shares.
10 SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,867

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.379% (A)

 

14

TYPE OF REPORTING PERSON

PN 

 

(A).Percentage based on 19,728,127 shares outstanding as reported on Form 10-Q filed on August 8, 2014 by the Issuer

  

 
 

 

CUSIP NO. 91790E102 13G Page 4 of 12

  

1 NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
5AM Partners II, LLC (“Partners II”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      o          (b)     x 

3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,972,319 shares, all of which are owned directly by Ventures II and Co-Investors II.    Partners II, the general partner of Ventures II and Co-Investors II, may be deemed to have sole voting power, and Diekman, Schwab and Rocklage, managing members of Partners II may be deemed to have shared power to vote these shares.
8 SHARED VOTING POWER
See response to row 7.
9 SOLE DISPOSITIVE POWER
1,972,319 shares, all of which are owned directly by Ventures II and Co-Investors II.    Partners II, the general partner of Ventures II and Co-Investors II, may be deemed to have sole voting power, and Diekman, Schwab and Rocklage, managing members of Partners II may be deemed to have shared power to vote these shares.
10 SHARED DISPOSITIVE POWER
See response to row 9.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,972,319

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.997% (A)

 

14

TYPE OF REPORTING PERSON

OO

 

 

(A).Percentage based on 19,728,127 shares outstanding as reported on Form 10-Q filed on August 8, 2014 by the Issuer

 

 

 
 

 

CUSIP NO. 91790E102 13G Page 5 of 12

 

1 NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 Dr. John Diekman (“Diekman”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      o          (b)     x 

3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     o
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,972,319 shares, all of which are owned directly by Ventures II and Co-Investors II.    Partners II, the general partner of Ventures II and Co-Investors II, may be deemed to have sole voting power, and Diekman, a managing member of Partners II, may be deemed to have shared power to vote these shares.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,319 shares, all of which are owned directly by Ventures II and Co-Investors II.    Partners II, the general partner of Ventures II and Co-Investors II, may be deemed to have sole dispositive power, and Diekman, a managing member of Partners II, may be deemed to have shared power to dispose of these shares.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,972,319

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.997% (A)

 

14

TYPE OF REPORTING PERSON

IN 

 

(A).Percentage based on 19,728,127 shares outstanding as reported on Form 10-Q filed on August 8, 2014 by the Issuer

 

 
 

 

CUSIP NO. 91790E102 13G Page 6 of 12

 

1 NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Schwab (“Schwab”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      o          (b)     x 

3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     o
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,972,319 shares, all of which are owned directly by Ventures II and Co-Investors II.    Partners II, the general partner of Ventures II and Co-Investors II, may be deemed to have sole voting power, and Schwab, a managing member of Partners II, may be deemed to have shared power to vote these shares.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,319 shares, all of which are owned directly by Ventures II and Co-Investors II.    Partners II, the general partner of Ventures II and Co-Investors II, may be deemed to have sole dispositive power, and Schwab, a managing member of Partners II, may be deemed to have shared power to dispose of these shares.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,972,319

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.997% (A)

 

14

TYPE OF REPORTING PERSON

IN

 

 

(A).Percentage based on 19,728,127 shares outstanding as reported on Form 10-Q filed on August 8, 2014 by the Issuer

  

 
 

 

CUSIP NO. 91790E102 13G Page 7 of 12

 

1 NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 Dr. Scott Rocklage (“Rocklage”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      o          (b)     x 

3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,972,319 shares, all of which are owned directly by Ventures II and Co-Investors II.    Partners II, the general partner of Ventures II and Co-Investors II, may be deemed to have sole voting power, and Rocklage, a managing member of Partners II, may be deemed to have shared power to vote these shares.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,319 shares, all of which are owned directly by Ventures II and Co-Investors II.    Partners II, the general partner of Ventures II and Co-Investors II, may be deemed to have sole dispositive power, and Rocklage, a managing member of Partners II, may be deemed to have shared power to dispose of these shares.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,972,319

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.997% (A)

 

14

TYPE OF REPORTING PERSON

IN

 

 

(A).Percentage based on 19,728,127 shares outstanding as reported on Form 10-Q filed on August 8, 2014 by the Issuer

 

 
 

 

CUSIP NO. 91790E102 13G Page 8 of 12

 

 

ITEM 1(A). NAME OF ISSUER
  VBI Vaccines, Inc.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  222 Third Street, Suite 2241
  Cambridge, MA 02142
   
ITEM 2(A). NAME OF PERSONS FILING
   
  5AM Ventures II, L.P. (“Ventures II”), a Delaware limited partnership, 5AM Co-Investors II, L.P. (Co-Investors II”), a Delaware limited partnership,  5AM Partners II, LLC (“Partners II”), a Delaware limited liability company, Dr. John Diekman (“Diekman”), Andrew Schwab (“Schwab”) and Dr. Scott Rocklage (“Rocklage” and collectively with Ventures II, Co-Investors II, Partners II, Diekman and Schwab, “Reporting Persons”).
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address of the principal place of business for each of the Reporting Persons is c/o 5AM Ventures, 2200 Sand Hill Road, Suite 110, Menlo Park, California 94025
   
ITEM 2(C). CITIZENSHIP
   
  Ventures II and Co-Investors II are Delaware limited partnerships.  Partners II is a Delaware limited liability company.  Diekman, Schwab and Rocklage are U.S. citizens.
   
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
   
  Class A Common Stock, $0.001 par value
  CUSIP #91790E102
   
ITEM 3. Not Applicable.
   
ITEM 4. OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.  

 

 
 

 

CUSIP NO. 91790E102 13G Page 9 of 12

 

     
  · Amount beneficially owned:
     
    See Row 11 of cover page for each Reporting Person.
     
  · Percent of Class:
     
    See Row 13 of cover page for each Reporting Person.
     
  · Number of shares as to which such person has:
     
  · Sole power to vote or to direct the vote:
     
    See Row 7 of cover page for each Reporting Person.
     
  · Shared power to vote or to direct the vote:
     
    See Row 8 of cover page for each Reporting Person.
     
  · Sole power to dispose or to direct the disposition of:
     
    See Row 9 of cover page for each Reporting Person.
     
  · Shared power to dispose or to direct the disposition of:
     
    See Row 10 of cover page for each Reporting Person.
   
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Under certain circumstances set forth in the limited partnership agreements of Ventures II and Co-Investors II, the general partner and limited partners of each such entity, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
ITEM 10. CERTIFICATION
   
  Not applicable.

  

 
 

 

CUSIP NO. 91790E102 13G Page 10 of 12

 

SIGNATURES

 

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.


Date: September 4, 2014

 

  5AM Ventures II, L.P.
   
  By: 5AM Partners II, LLC
  Its: General Partner
     
  By: /s/ Andrew J. Schwab
    Managing Member

 

 

  5AM Co-Investors II, L.P.
   
  By: 5AM Partners II, LLC
  Its: General Partner
     
  By: /s/ Andrew J. Schwab
    Managing Member

 

 

  5AM Partners II, LLC
   
  By: /s/ Andrew J. Schwab
    Managing Member
     
   
  /s/ Dr. John Diekman
  Dr. John Diekman
   
  /s/ Andrew Schwab
  Andrew Schwab
   
  /s/ Dr. Scott Rocklage
  Dr. Scott Rocklage

 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

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 for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 
 

 

CUSIP NO. 91790E102 13G Page 11 of 12

 

EXHIBIT INDEX

 

Exhibit   Description 
     
A   Agreement of Joint Filing
     
     
     

 

 
 

 

CUSIP NO. 91790E102 13G Page 12 of 12

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of VBI Vaccines, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: September 4, 2014

 

  5AM Ventures II, L.P.
   
  By: 5AM Partners II, LLC
  Its: General Partner
     
  By: /s/ Andrew J. Schwab
    Managing Member

 

 

  5AM Co-Investors II, L.P.
   
  By: 5AM Partners II, LLC
  Its: General Partner
     
  By: /s/ Andrew J. Schwab
    Managing Member

 

 

  5AM Partners II, LLC
   
  By: /s/ Andrew J. Schwab
    Managing Member
     
   
  /s/ Dr. John Diekman
  Dr. John Diekman
   
  /s/ Andrew Schwab
  Andrew Schwab
   
  /s/ Dr. Scott Rocklage
  Dr. Scott Rocklage