0001182489-15-000213.txt : 20150204
0001182489-15-000213.hdr.sgml : 20150204
20150204184951
ACCESSION NUMBER: 0001182489-15-000213
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150204
FILED AS OF DATE: 20150204
DATE AS OF CHANGE: 20150204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Linn Michael G
CENTRAL INDEX KEY: 0001495856
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576950
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LANDRY MONICA R
CENTRAL INDEX KEY: 0001245636
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576951
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kim David T
CENTRAL INDEX KEY: 0001595643
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576952
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRIED RICHARD B
CENTRAL INDEX KEY: 0001245637
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576954
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fisch Michael B.
CENTRAL INDEX KEY: 0001611816
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576955
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FARALLON PARTNERS L L C/CA
CENTRAL INDEX KEY: 0001040153
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576956
BUSINESS ADDRESS:
STREET 1: ONE MARITIME PLAZA
STREET 2: SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415)421-2132
MAIL ADDRESS:
STREET 1: ONE MARITIME PLAZA
STREET 2: SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0000909661
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576957
BUSINESS ADDRESS:
STREET 1: ONE MARITIME PLAZA
STREET 2: SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415)421-2132
MAIL ADDRESS:
STREET 1: ONE MARITIME PLAZA
STREET 2: SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
FORMER NAME:
FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL
DATE OF NAME CHANGE: 19970210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nexvet Biopharma plc
CENTRAL INDEX KEY: 0001618561
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: NATL INST FOR BIOPROCESSING RESEARCH
STREET 2: FOSTERS AVENUE, MOUNT MERRION
CITY: BLACKROCK CO. DUBLIN
STATE: L2
ZIP: 00000
BUSINESS PHONE: 353 1 215 8100
MAIL ADDRESS:
STREET 1: NATL INST FOR BIOPROCESSING RESEARCH
STREET 2: FOSTERS AVENUE, MOUNT MERRION
CITY: BLACKROCK CO. DUBLIN
STATE: L2
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: NEXVET BIOPHARMA Ltd
DATE OF NAME CHANGE: 20140903
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PATEL RAJIV A
CENTRAL INDEX KEY: 0001275110
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576949
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hirsch Daniel J.
CENTRAL INDEX KEY: 0001453077
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576953
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roberts Thomas G. Jr.
CENTRAL INDEX KEY: 0001453042
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15576948
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
FORMER NAME:
FORMER CONFORMED NAME: Thomas Roberts J. Jr.
DATE OF NAME CHANGE: 20090102
3
1
edgar.xml
FORM 3 -
X0206
3
2015-02-04
0
0001618561
Nexvet Biopharma plc
NVET
0000909661
FARALLON CAPITAL MANAGEMENT LLC
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001040153
FARALLON PARTNERS L L C/CA
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.,
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001611816
Fisch Michael B.
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001245637
FRIED RICHARD B
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001453077
Hirsch Daniel J.
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001595643
Kim David T
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001245636
LANDRY MONICA R
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001495856
Linn Michael G
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001275110
PATEL RAJIV A
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
0001453042
Roberts Thomas G. Jr.
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
0
0
1
1
Member of Group Owning 10%
Series B Preference Shares
Ordinary Shares
566664
D
Series B Preference Shares
Ordinary Shares
611124
D
Series B Preference Shares
Ordinary Shares
622208
D
Series B Preference Shares
Ordinary Shares
82912
I
See Footnotes
Series B Preference Shares
Ordinary Shares
169530
I
See Footnotes
Series B Preference Shares
Ordinary Shares
142424
I
See Footnotes
Series B Preference Shares
Ordinary Shares
1405130
I
See Footnotes
Series B Preference Shares
Ordinary Shares
1799996
I
See Footnotes
Warrants (right to buy)
8.625
2014-11-18
2019-04-30
Ordinary Shares
212500
D
Warrants (right to buy)
8.625
2014-11-18
2019-04-30
Ordinary Shares
229172
D
Warrants (right to buy)
8.625
2014-11-18
2019-04-30
Ordinary Shares
233328
D
Warrants (right to buy)
8.625
2014-11-18
2019-04-30
Ordinary Shares
31092
I
See Footnotes
Warrants (right to buy)
8.625
2014-11-18
2019-04-30
Ordinary Shares
63574
I
See Footnotes
Warrants (right to buy)
8.625
2014-11-18
2019-04-30
Ordinary Shares
53409
I
See Footnotes
Warrants (right to buy)
8.625
2014-11-18
2019-04-30
Ordinary Shares
526925
I
See Footnotes
Warrants (right to buy)
8.625
2014-11-18
2019-04-30
Ordinary Shares
675000
I
See Footnotes
The Issuer's Series B preference shares are convertible into ordinary shares on a one-for-one basis without payment of further consideration; are convertible by the holder at any time at the holder's election and convert automatically upon the closing of a qualified initial public offering by the Issuer; and have no expiration date.
The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group.
Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 3 are filing additional Forms 3 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Forms 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Forms 3.
The amount of securities shown in this row is owned directly by Akubra Investors, LLC ("Akubra").
The amount of securities shown in this row is owned directly by Bushranger Funding, LLC ("Bushranger").
The amount of securities shown in this row is owned directly by Ute Holdings, LLC ("Ute" and, together with Akubra and Bushranger, the "Farallon SPVs").
The amount of securities shown in this row is owned directly by the Farallon SPVs.
The members of Akubra are FCIP XR 2014, L.L.C. ("FCIP XR") and Noonday Special Situation Partners, L.P. ("NSSP") (each, a "Farallon Akubra Fund"). As the general partner of NSSP, NGP, L.L.C. (the "NSSP General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by NSSP as a Farallon Akubra Fund. The NSSP General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Akubra.
As the manager of the NSSP General Partner, Farallon Capital Management, L.L.C. (the "Management Company") may be deemed to be a beneficial owner of the Issuer's securities held by NSSP as a Farallon Akubra Fund. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Akubra.
The members of Bushranger are FCP XR 2014, L.L.C. ("FCP XR"), Farallon Capital Institutional Partners III, L.P. ("FCIP III"), and Farallon Capital AA Investors, L.P. ("FCAAI") (collectively, the "Farallon Bushranger Funds"). As the general partner of FCAAI, Farallon AA GP, L.L.C. (the "FCAAI General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FCAAI as a Farallon Bushranger Fund. The FCAAI General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Bushranger.
The members of Ute are FCOI II SS 2014, Ltd. ("FCOI II SS"), Farallon Capital Institutional Partners II, L.P. ("FCIP II"), and Farallon Special Situation Partners VI, L.P. ("FSSP VI") (collectively, the "Farallon Ute Funds"). As the general partner of FSSP VI, Farallon Partners GP VI, L.L.C. (the "FSSP VI General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FSSP VI as a Farallon Ute Fund. The FSSP VI General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Ute.
As the general partner of each of (a) the sole member of FCIP XR, (b) the sole member of FCP XR, (c) FCIP III, (d) the sole member of FCOI II SS and (e) FCIP II, Farallon Partners, L.L.C. (the "Farallon General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FCIP XR as a Farallon Akubra Fund, FCP XR and FCIP III as Farallon Bushranger Funds, and FCOI II SS and FCIP II as Farallon Ute Funds. The Farallon General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon SPVs.
Each of Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J. M. Spokes (the "Senior Managing Member"), as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner and the Management Company, and as a manager or senior manager, as the case may be, of both the FCAAI General Partner and the FSSP VI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Each of the Managing Members and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Farallon Capital Management, L.L.C.
2015-02-04
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Farallon Partners, L.L.C.
2015-02-04
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Michael B. Fisch
2015-02-04
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Richard B. Fried
2015-02-04
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Daniel J. Hirsch
2015-02-04
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for David T. Kim
2015-02-04
/s/ Monica R. Landry, for herself
2015-02-04
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Michael G. Linn
2015-02-04
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Rajiv A. Patel
2015-02-04
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Thomas G. Roberts, Jr.
2015-02-04