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