CUSIP No. G6855A 10 3
|
13G | Page 2 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Clarus Lifesciences I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
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|
|||
3
|
SEC USE ONLY
|
|
|
||
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|
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
☐
|
|
|
|||
|
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. G6855A 10 3
|
13G | Page 3 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Clarus Ventures I Management, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. G6855A 10 3
|
13G | Page 4 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Clarus Ventures I, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. G6855A 10 3
|
13G | Page 5 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Nicholas Galakatos
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. G6855A 10 3
|
13G | Page 6 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Dennis Henner
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. G6855A 10 3
|
13G | Page 7 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Robert Liptak
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. G6855A 10 3
|
13G | Page 8 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Nicholas Simon
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. G6855A 10 3
|
13G | Page 9 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Kurt Wheeler
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,159,425 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. G6855A 10 3
|
13G | Page 10 of 14 Pages |
Item2(a).
|
Name of Persons Filing: Clarus Lifesciences I, L.P. ("Clarus I"), Clarus Ventures I Management, L.P. ( "Clarus I Management"), Clarus Ventures I, LLC ("Clarus I GPLLC"), Nicholas Galakatos ("Galakatos"), Dennis Henner ("Henner"), Robert Liptak ("Liptak"), Nicholas Simon ("Simon") and Kurt Wheeler ("Wheeler"), (each, a "Reporting Person" and collectively, the "Reporting Persons.") Clarus I Management is the sole general partner of Clarus I. Clarus I GPLLC is the sole general partner of Clarus I Management. Galakatos, Henner, Liptak, Simon and Wheeler, (collectively, the "Managers") are all of the managing directors of Clarus I GPLLC.
|
Item 2(b). | Address of Principal Business Office or, if None, Residence: The business address of each of the Reporting Persons is 101 Main Street, Suite 1210, Cambridge, MA 02142. |
Item 2(c). | Citizenship: Clarus I and Clarus I Management are limited partnerships organized under the laws of the State of Delaware. Clarus I GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of Galakatos, Henner, Liptak, Simon and Wheeler is a United States Citizen. |
Item 2(d). | Title of Class of Securities: Ordinary Shares, £0.001 nominal value per share ("Ordinary Shares"). |
Item 2(e). | CUSIP Number: G6855A 10 3. |
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: |
(a)
|
Amount Beneficially Owned: Clarus I is the record owner of 1,159,425 Ordinary Shares (the "Record Shares"). As the general partner of Clarus I, Clarus I Management may be deemed to own beneficially the Record Shares. As the general partner of Clarus I Management, Clarus I GPLLC likewise may be deemed to own beneficially the Record Shares. As the managing directors of Clarus I GPLLC, each of the Managers also may be deemed to own beneficially the Record Shares.
|
(b)
|
Percent of Class: See Line 11 of the cover sheets. In accordance with Rule 13d-1(j), the percentages relating to beneficial ownership of Ordinary Shares are based on 22,602,044 Ordinary Shares reported by the Issuer to be outstanding as of October 26, 2016.
|
(i) | sole power to vote or to direct the vote: see line 5 of cover sheets. |
(ii) | shared power to vote or to direct the vote: see line 6 of cover sheets. |
(iii) | sole power to dispose or to direct the disposition: see line 7 of cover sheets. |
(iv) | shared power to dispose or to direct the disposition: see line 8 of cover sheets. |
CUSIP No. G6855A 10 3
|
13G | Page 11 of 14 Pages |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
CUSIP No. G6855A 10 3
|
13G | Page 12 of 14 Pages |
CLARUS LIFESCIENCES I, L.P.
By: Clarus Ventures I Management, L.P., its general partner
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I MANAGEMENT, L.P.
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I, LLC
By: /s/ Robert Liptak
|
Manager
|
|
*
|
Nicholas Galakatos
|
*
|
Dennis Henner
|
/s/ Robert Liptak
|
Robert Liptak
|
*
|
Nicholas Simon
|
*
|
Kurt Wheeler
|
CUSIP No. G6855A 10 3
|
13G | Page 13 of 14 Pages |
CLARUS LIFESCIENCES I, L.P.
By: Clarus Ventures I Management, L.P., its general partner
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I MANAGEMENT, L.P.
By: Clarus Ventures I, LLC, its general partner
By: /s/ Robert Liptak
|
Manager
|
CLARUS VENTURES I, LLC
By: /s/ Robert Liptak
|
Manager
|
|
*
|
Nicholas Galakatos
|
*
|
Dennis Henner
|
/s/ Robert Liptak
|
Robert Liptak
|
*
|
Nicholas Simon
|
*
|
Kurt Wheeler
|
CUSIP No. G6855A 10 3
|
13G | Page 14 of 14 Pages |
/s/ Nicholas Galakatos |
/s/ Dennis Henner |
/s/ Nick Simon |
/s/ Scott Requadt |
/s/ Kurt Wheeler |