If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
¨
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).
13D
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1
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Names of
reporting persons:
BAY CITY CAPITAL FUND V, L.P.
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2
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Check the appropriate box if a member
of a group (see instructions):
(a)
x
(b)
¨
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3
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SEC use only:
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4
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Source of funds (see
instructions):
WC
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5
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e):
¨
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6
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Citizenship or place of
organization:
DELAWARE
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
0 SHARES OF COMMON STOCK
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8
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Shared voting power:
6,560,219 SHARES OF COMMON STOCK (A)
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9
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Sole dispositive power:
0 SHARES OF COMMON STOCK
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10
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Shared dispositive power:
6,560,219 SHARES OF COMMON STOCK (A)
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11
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Aggregate amount beneficially owned by each reporting person:
6,560,219 SHARES OF COMMON STOCK (A)
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12
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions):
¨
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13
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Percent of class represented by amount
in Row (11):
10.6%
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14
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Type of reporting person (see
instructions):
PN
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(A)
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Please see Item 5. This includes 4,894,387 shares of Common Stock and Warrants exercisable for a total of 1,665,832 shares of Common Stock.
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13D
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1
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Names of
reporting persons:
BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P.
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2
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Check the appropriate box if a member
of a group (see instructions):
(a)
x
(b)
¨
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3
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SEC use only:
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4
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Source of funds (see
instructions):
WC
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5
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e):
¨
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6
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Citizenship or place of
organization:
DELAWARE
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
0 SHARES OF COMMON STOCK
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8
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Shared voting power:
6,560,219 SHARES OF COMMON STOCK (A)
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9
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Sole dispositive power:
0 SHARES OF COMMON STOCK
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10
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Shared dispositive power:
6,560,219 SHARES OF COMMON STOCK (A)
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11
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Aggregate amount beneficially owned by each reporting person:
6,560,219 SHARES OF COMMON STOCK (A)
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12
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions):
¨
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13
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Percent of class represented by amount
in Row (11):
10.6%
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14
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Type of reporting person (see
instructions):
PN
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(A)
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Please see Item 5. This includes 4,894,387 shares of Common Stock and Warrants exercisable for a total of 1,665,832 shares of Common Stock.
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1
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Names of
reporting persons:
BAY CITY CAPITAL MANAGEMENT V LLC
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2
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Check the appropriate box if a member
of a group (see instructions):
(a)
x
(b)
¨
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3
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SEC use only:
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4
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Source of funds (see
instructions):
AF
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5
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e):
¨
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6
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Citizenship or place of
organization:
DELAWARE
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
6,560,219 SHARES OF COMMON STOCK (A)
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8
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Shared voting power:
0 SHARES OF COMMON STOCK
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9
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Sole dispositive power:
6,560,219 SHARES OF COMMON STOCK (A)
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10
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Shared dispositive power:
0 SHARES OF COMMON STOCK
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11
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Aggregate amount beneficially owned by each reporting person:
6,560,219 SHARES OF COMMON STOCK (A)
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12
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions):
¨
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13
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Percent of class represented by amount
in Row (11):
10.6%
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14
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Type of reporting person (see
instructions):
OO
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(A)
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Please see Item 5. This includes 4,894,387 shares of Common Stock and Warrants exercisable for a total of 1,665,832 shares of Common Stock.
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13D
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1
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Names of
reporting persons:
BAY CITY CAPITAL LLC
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2
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Check the appropriate box if a member
of a group (see instructions):
(a)
x
(b)
¨
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3
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SEC use only:
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4
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Source of funds (see
instructions):
AF
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5
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e):
¨
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6
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Citizenship or place of
organization:
DELAWARE
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
6,560,219 SHARES OF COMMON STOCK (A)
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8
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Shared voting power:
0 SHARES OF COMMON STOCK
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9
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Sole dispositive power:
6,560,219 SHARES OF COMMON STOCK (A)
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10
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Shared dispositive power:
0 SHARES OF COMMON STOCK
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11
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Aggregate amount beneficially owned by each reporting person:
6,560,219 SHARES OF COMMON STOCK (A)
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12
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions):
¨
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13
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Percent of class represented by amount
in Row (11):
10.6%
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14
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Type of reporting person (see
instructions):
OO
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(A)
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Please see Item 5. This includes 4,894,387 shares of Common Stock and Warrants exercisable for a total of 1,665,832 shares of Common Stock.
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Bay City Capital LLC, a Delaware limited liability company (BCC), hereby files this Amendment
No. 3 (the Amendment) to its Statement on Schedule 13D filed on April 13, 2009 (the Statement) on behalf of the Reporting Persons identified in Item 2 of the Statement pursuant to the Agreement With Respect To
Schedule 13D attached to the Statement as Exhibit 7.1. This Amendment is being filed to reflect changes to the Reporting Persons ownership of the Issuer as a result of sales of the Issuers common stock by the Reporting Persons, as
previously reported on the Reporting Persons Forms 4.
BCC is the manager of Bay City Capital Management V LLC (Management V), which is
the general partner of Bay City Capital Fund V, L.P., a Delaware limited partnership (Fund V), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership (Co-Investment V). BCC is also an advisor to
Fund V and Co-Investment V.
Item 3 is hereby amended to add the disclosure contained hereinafter. Item 5 of the Statement is hereby amended to
the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 14, 2011, the Issuer implemented a one-for-six reverse split of Common Stock (the Reverse Split). As a result of the Reverse
Split, every six (6) shares of Common Stock were combined into one (1) share of Common Stock. In addition, the Reverse Split effected a reduction in the number of shares of Common Stock issuable upon the exercise of Warrants. Unless
otherwise indicated, descriptions of transactions herein that occurred before the date of the Reverse Split do not reflect the effect of the Reverse Split on the number of shares of Common Stock and number of, and exercise price of, Warrants.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of
the close of business on August 12, 2014, Fund V, Co-Investment Fund V, Management V and BCC owned directly and/or indirectly the following shares:
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Reporting Person
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Shares Held
Directly
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Sole
Voting Power
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Shared
Voting Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership(1)
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Percentage
Of
Class(2)
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Fund V
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4,801,377
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0
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6,560,219
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(5)
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0
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6,560,219
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(5)
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6,560,219
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(5)
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10.6
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%
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Co-Investment V
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91,495
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0
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6,560,219
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(5)
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0
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6,560,219
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(5)
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6,560,219
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(5)
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10.6
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%
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Management V(3)
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0
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6,560,219
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(5)
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0
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6,560,219
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(5)
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0
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6,560,219
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(5)
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10.6
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%
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BCC(4)
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1,515
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6,560,219
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(5)
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0
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6,560,219
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(5)
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0
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6,560,219
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(5)
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10.6
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%
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(1)
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Fund V and Co-Investment V constitute a group under Section 13(d) of the Exchange Act and consequently are deemed to have beneficial ownership of all shares held by members of the group.
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(2)
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All percentages in this table are based on (i) 60,442,973 shares of Common Stock of the Issuer outstanding as of July 25, 2014, plus (ii) shares of Common Stock deemed to be outstanding pursuant to
Rule 13d-3(d)(1)(i) with respect to such Reporting Person.
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(3)
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Management V holds no shares of common stock directly. Management V is deemed to have beneficial ownership of common stock owned by Fund V and Co-Investment V due to its role as general partner of such funds. Investment
and voting decisions by Management V are exercised by BCC as manager.
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(4)
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Due to its role as manager of Management V, BCC is deemed to have beneficial ownership of common stock deemed to be beneficially owned by Management V.
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(5)
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Includes 4,892,872 shares of Common Stock, Warrants exercisable for a total of 1,665,832 shares of Common Stock and 1,515 (reflecting the effect of the Reverse Split) shares of Common Stock acquired by BCC prior to the
execution of the Purchase Agreement and directly owned by BCC.
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The information required by Item 5 with respect to
persons with whom voting or dispositive power is shared is set forth in Items 2 and 3.
To the best knowledge of the Reporting
Persons, no person described in this Item 5 has effected any transaction in the common stock of the Issuer during the past 60 days other than as described in Item 3.
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1
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Joint Filing Agreement (incorporated by reference to Exhibit 7.1 to the Statement)
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: August 12, 2014
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/s/ Carl Goldfischer
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Carl Goldfischer, Managing Director
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Bay City Capital LLC
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for itself, for and on behalf of Bay City Capital Management V LLC in its capacity as manager thereof, and for and on behalf
of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment
Fund, L.P.
SCHEDULE 1
Members of Management V
Fred Craves
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Chairman and
Managing Director of Bay City Capital LLC
Citizenship: U.S.A.
Carl Goldfischer
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Managing Director of Bay City Capital LLC
Citizenship: U.S.A.
BF5 GP Investors, LLC
71 South Wacker Drive
Chicago, IL 60606
Principal Business: Hold membership interest in Bay City Capital Management V LLC
Kirby Bartlett
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.
Ross Bersot
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay
City Capital LLC
Citizenship: U.S.A.
Lionel Carnot
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay
City Capital LLC
Citizenship: Switzerland
Jeanne Cunicelli
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay
City Capital LLC
Citizenship: U.S.A.
William Gerber
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay
City Capital LLC
Citizenship: U.S.A.
Douglass Given
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay
City Capital LLC
Citizenship: U.S.A.
Robert Hopfner
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay
City Capital LLC
Citizenship: U.S.A.
Judy Koh
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay
City Capital LLC
Citizenship: U.S.A.
Dayton Misfeldt
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay
City Capital LLC
Citizenship: U.S.A.
Members of BCC
PCP-BCC Acquisition, LLC
71 South Wacker Drive
Chicago, IL 60606
Principal Business: Hold membership interest
in Bay City Capital LLC
State of Organization: Delaware
Fred Craves
c/o
Bay City Capital LLC
750 Battery Street, Suite 400
San
Francisco, CA 94111
Principal Occupation: Chairman and Managing Director of Bay City Capital LLC
Citizenship: U.S.A.
Carl Goldfischer
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Managing Director
of Bay City Capital LLC
Citizenship: U.S.A.
Sanford
Zweifach
694 Sausalito Blvd.
Sausalito, CA 94965
Principal Occupation: Chief Executive Officer of Ascendancy Healthcare
Citizenship: U.S.A.
EXHIBIT INDEX
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Exhibit 1
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Joint Filing Agreement (incorporated by reference to Exhibit 7.1 to the Statement)
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