Nuvelo Inc - Statement of Ownership (SC 13G)
May 16 2008 - 11:03AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
NUVELO, INC.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
67072M301
(CUSIP Number)
May 6, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in
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).
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CUSIP No.
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67072M301
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13G
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Page
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2
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of
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9
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Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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5
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SOLE VOTING POWER
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NUMBER OF
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3,579,728
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,579,728
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,579,728
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No.
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67072M301
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13G
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Page
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3
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of
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9
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Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
Richard H. Aldrich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,579,728
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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3,579,728
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,579,728
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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67072M301
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13G
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Page
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4
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of
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9
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Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,579,728
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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3,579,728
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,579,728
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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67072M301
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13G
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Page
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5
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of
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9
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Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Biotech Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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3,534,787
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,534,787
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,534,787
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.6%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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67072M301
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13G
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Page
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6
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of
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9
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Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Biotech Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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44,941
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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44,941
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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44,941
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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67072M301
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Page
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7
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of
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9
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Item 1.
(a)
Name of Issuer:
Nuvelo, Inc. (the Issuer).
(b)
Address of the Issuers Principal Executive Offices:
201 Industrial Road, Suite 310, San
Carlos, CA 94070-6211.
Item 2.
(a)
Name of Person Filing:
This joint statement on Schedule 13G is being filed by Richard H.
Aldrich, Peter Kolchinsky, RA Capital Management, LLC, RA Capital Biotech Fund, L.P. and RA Capital
Biotech Fund II, L.P., who are collectively referred to herein as the Reporting Persons. Mr.
Aldrich and Mr. Kolchinsky (together, the Managers) are the managers of RA Capital Management,
LLC (Capital), which is the sole general partner of each of RA Capital Biotech Fund, L.P. (Fund
I) and RA Capital Biotech Fund II, L.P. (Fund II). The Reporting Persons have entered into a
Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule
13G as
Exhibit 1
(which is incorporated herein by reference), pursuant to which the
Reporting Persons have agreed to file this statement jointly in accordance with the provisions of
Rule 13d-1(k) under the Act.
(b)
Address of Principal Business Office:
The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 111 Huntington Avenue, Suite 610, Boston, MA
02199.
(c)
Citizenship:
Capital is a Massachusetts limited liability company. Each of Fund I and Fund II
is a Delaware limited partnership. The Managers are United States citizens.
(d)
Title and Class of Securities:
Common stock, par value $0.001 per share (Common Stock).
(e)
CUSIP Number:
67072M301
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:
Not applicable.
Item 4. Ownership
In the aggregate, the Reporting Persons beneficially own 3,579,728 shares of the Common Stock
representing approximately 6.7% of such class of securities. The beneficial ownership of each
Reporting Person is as follows: (i) Fund I beneficially owns 3,534,787 shares of Common Stock
representing approximately 6.6% of the class, (ii) Fund II beneficially owns 44,941 shares of
Common Stock representing approximately 0.1% of the class and (iii) Capital, as the sole general
partner of each of Fund I and Fund II, and Mr. Aldrich and Mr. Kolchinsky as the managers of
Capital, each beneficially owns 3,579,728 shares of Common Stock of the Issuer representing
approximately 6.7% of the class. The percentage of the Common Stock beneficially owned by each
Reporting Person is based on a total of 53,505,956 shares of Common Stock of the Issuer
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CUSIP No.
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67072M301
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Page
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8
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of
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9
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outstanding as of April 30, 2008, as reported in the Issuers most recent Form 10-Q for the
quarterly period ended March 31, 2008.
Each of Fund I and Fund II has the power to vote and dispose of the shares of Common Stock
beneficially owned by such entity (as described above). Capital, as the sole general partner of
each of Fund I and Fund II, has the sole authority to vote and dispose of all of the shares of
Common Stock reported in this Schedule 13G. The Managers, by virtue of their position as managers
of Capital, have the shared authority to vote and dispose of all of the shares of Common Stock
reported in this joint statement Schedule 13G.
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
Not applicable.
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
By signing below I hereby certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No.
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67072M301
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Page
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9
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of
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9
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Signature
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.
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DATE: May 15, 2008
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RA CAPITAL BIOTECH FUND, L.P.
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By:
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RA Capital Management, LLC
General Partner
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich
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Manager
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RA CAPITAL BIOTECH FUND II, L.P.
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By:
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RA Capital Management, LLC
General Partner
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich
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Manager
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RA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich
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Manager
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RICHARD H. ALDRICH
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/s/ Richard H. Aldrich
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agrees, as of May 15, 2008, that only one statement containing the information
required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership
by each of the undersigned of shares of Common Stock of Nuvelo, Inc. (the Issuer), and such
statement to which this Joint Filing Agreement is attached as
Exhibit 1
is filed on behalf
of each of the undersigned.
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RA CAPITAL BIOTECH FUND, L.P.
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich, Manager
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RA Capital Management, LLC
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RA CAPITAL BIOTECH FUND II, L.P.
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich, Manager
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RA Capital Management, LLC
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RA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Richard H. Aldrich
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Richard H. Aldrich
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Manager
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RICHARD H. ALDRICH
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/s/ Richard H. Aldrich
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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