aerohive-sch13g_17897.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________
 
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*

 
 
Zosano Pharma Corporation
(Name of Issuer)

 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
 
98979H103
(CUSIP Number)


December 31, 2017
(Date of Event Which Requires Filing of this Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐   Rule 13d-1(b)
☐   Rule 13d-1(c)
☒   Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's 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).
 
 
CUSIP No. 98979H103
13G
Page 2 of 9
 
 
 
Item 1(a).
Name of Issuer:

Zosano Pharma Corporation (the "Issuer").

 
Item 1(b). Address of Issuer's Principal Executive Offices:

34790 Ardentech Court, Fremont, California 94555.

 
Item 2(a).
Names of Persons Filing:

New Enterprise Associates 12, Limited Partnership ("NEA 12"); NEA Partners 12, Limited Partnership ("NEA Partners 12"), which is the sole general partner of NEA 12; NEA 12 GP, LLC ("NEA 12 GP"), which is the sole general partner of NEA Partners 12; and M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Patrick J. Kerins ("Kerins") and Scott D. Sandell ("Sandell") (collectively, the "Managers").  The Managers are the individual managers of NEA 12 GP.  NEA 12, NEA Partners 12, NEA 12 GP and the Managers are sometimes referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
 

Item 2(b). Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of NEA 12, NEA Partners 12 and NEA 12 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of Baskett and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.  The address of the principal business office of Barrett, Barris and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
 

Item 2(c). Citizenship:
 
Each of NEA 12 and NEA Partners 12 is a limited partnership organized under the laws of the State of Delaware.  NEA 12 GP is a limited liability company organized under the laws of the State of Delaware.  Each of the Managers is a United States citizen.
 

Item 2(d). Title of Class of Securities:

Common Stock, $.0001 par value ("Common Stock").

 
Item 2(e). CUSIP Number:

98979H103
 
 
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.
 
 
 
CUSIP No. 98979H103
13G
Page 3 of 9
 
 
 
Item 4.
Ownership.
 
Not applicable.
 

Item 5.
Ownership of Five Percent or Less of a Class.
 
Each Reporting Person has ceased to beneficially own five percent (5%) or more of the Issuer's outstanding Common Stock.
 

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.  The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).
 

Item 9.
Notice of Dissolution of Group.

Not applicable.
 

Item 10.
Certification.

Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).
 

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
 
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 98979H103
13G
Page 4 of 9
 
 
SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:       January 10, 2018
 
 
NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP

By:
NEA PARTNERS 12, LIMITED PARTNERSHIP
General Partner

 
By:
NEA 12 GP, LLC
General Partner

By:                 *                                           
Peter J. Barris
Manager


NEA PARTNERS 12, LIMITED PARTNERSHIP

By:
NEA 12 GP, LLC
General Partner

By:                  *                                           
                Peter J. Barris
Manager


NEA 12 GP, LLC

By:                  *                                       
 Peter J. Barris
 Manager

 
         *
M. James Barrett
  
 
 
         *
Peter J. Barris
  
 
 
         *
Forest Baskett
  
 
 
 
CUSIP No. 98979H103
13G
Page 5 of 9
 
 
 
 
         *
Patrick J. Kerins
  
 
 
        *
Scott D. Sandell
  
 
 
 
 
 

*By:    /s/ Sasha O. Keough                               
Sasha O. Keough
As attorney-in-fact
 

This Amendment No. 2 to Schedule 13G was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of
which is attached as Exhibit 2.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 98979H103
13G
Page 6 of 9
 
 
 
EXHIBIT 1
 
 
AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Zosano Pharma Corporation.
 
EXECUTED this 10th day of January, 2018
 
 
NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP

By:
NEA PARTNERS 12, LIMITED PARTNERSHIP
General Partner

 
By:
NEA 12 GP, LLC
General Partner

By:                 *                                           
Peter J. Barris
Manager


NEA PARTNERS 12, LIMITED PARTNERSHIP

By:
NEA 12 GP, LLC
General Partner

By:                  *                                           
                Peter J. Barris
Manager


NEA 12 GP, LLC

By:                  *                                       
 Peter J. Barris
 Manager

 
         *
M. James Barrett
  
 
 
         *
Peter J. Barris
  
 
 
         *
Forest Baskett
  
 
 
 
 
 
CUSIP No. 98979H103
13G
Page 7 of 9
 
 
 
 
 
 
 
         *
Patrick J. Kerins
  
 
 
        *
Scott D. Sandell
  
 
 
 
 
 

*By:    /s/ Sasha O. Keough                                         
Sasha O. Keough
As attorney-in-fact
 
 
This Agreement was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 98979H103
13G
Page 8 of 9
 
 
 
EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett 
M. James Barrett

/s/ Peter J. Barris 
Peter J. Barris

/s/ Forest Baskett 
Forest Baskett

/s/ Ali Behbahani 
Ali Behbahani

/s/ Colin Bryant 
Colin Bryant

/s/ Carmen Chang 
Carmen Chang

/s/ Anthony A. Florence, Jr. 
Anthony A. Florence, Jr.

/s/ Carol G. Gallagher 
Carol G. Gallagher

/s/ Dayna Grayson 
Dayna Grayson

/s/ Patrick J. Kerins 
Patrick J. Kerins
 
/s/ P. Justin Klein 
P. Justin Klein

/s/ Vanessa Larco 
Vanessa Larco

/s/ Joshua Makower 
Joshua Makower

/s/ Mohamad H. Makhzoumi 
Mohamad H. Makhzoumi

/s/ Edward T. Mathers 
Edward T. Mathers
 
 
 
 
CUSIP No. 98979H103
13G
Page 9 of 9
 
 
 
 
 

/s/ David M. Mott 
David M. Mott

/s/ Sara M. Nayeem 
Sara M. Nayeem

/s/ Jason R. Nunn 
Jason R. Nunn

/s/ Gregory Papadopoulos 
Gregory Papadopoulos

/s/ Chetan Puttagunta 
Chetan Puttagunta

/s/ Jon Sakoda 
Jon Sakoda

/s/ Scott D. Sandell 
Scott D. Sandell

/s/ A. Brooke Seawell 
A. Brooke Seawell

/s/ Peter W. Sonsini 
Peter W. Sonsini

/s/ Melissa Taunton 
Melissa Taunton

/s/ Frank M. Torti 
Frank M. Torti

/s/ Ravi Viswanathan 
Ravi Viswanathan
 
/s/ Paul E. Walker 
Paul E. Walker

/s/ Rick Yang 
Rick Yang