UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| AVEO PHARMACEUTICALS, INC. |
(Name of issuer)
| Common Stock |
(Title of class of securities)
| 53588109 |
(CUSIP number)
| December 31, 2011 |
(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)
x 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).
SCHEDULE 13G
| CUSIP No. 53588109 | Page 2 of 18 Pages |
| (1) |
Names of reporting persons
MPM BioVentures II, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (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
164,567 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
164,567 | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
164,567 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.4% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13G
| CUSIP No. 53588109 | Page 3 of 18 Pages |
| (1) |
Names of reporting persons
MPM BioVentures II-QP, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (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
1,493,260 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
1,493,260 | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
1,493,260 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
3.5% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13G
| CUSIP No. 53588109 | Page 4 of 18 Pages |
| (1) |
Names of reporting persons
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Germany | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
525,732 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
525,732 | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
525,732 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.2% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13G
| CUSIP No. 53588109 | Page 5 of 18 Pages |
| (1) |
Names of reporting persons
MPM Asset Management Investors 2002 LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (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
25,402 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
25,402 | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
25,402 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.1% | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13G
| CUSIP No. 53588109 | Page 6 of 18 Pages |
| (1) |
Names of reporting persons
MPM Asset Management II, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (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 | ||||
| (6) | Shared voting power
2,183,559* | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,183,559* | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,183,559* | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.1% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
* The shares are held as follows: 1,493,260 by MPM BioVentures II-QP, L.P. (“BV II QP”); 164,567 by MPM BioVentures II, L.P. (“BV II”); and 525,732 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG (“BV KG”). The Reporting Person is the direct general partner of BV II QP, BV II and BV KG.
SCHEDULE 13G
| CUSIP No. 53588109 | Page 7 of 18 Pages |
| (1) |
Names of reporting persons
MPM Asset Management II LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (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 | ||||
| (6) | Shared voting power
2,183,559* | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,183,559* | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,183,559* | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.1% | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
* The shares are held as follows: 1,493,260 by BV II QP; 164,567 by BV II; and 525,732 by BV KG. The Reporting Person is the indirect general partner of BV II QP, BV II and BV KG.
SCHEDULE 13G
| CUSIP No. 53588109 | Page 8 of 18 Pages |
| (1) |
Names of reporting persons
Ansbert Gadicke | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,208,961* | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,208,961* | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,208,961* | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.1% | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
* The shares are held as follows: 1,493,260 by BV II QP; 164,567 by BV II; 25,402 by MPM Asset Management Investors 2002 BVII LLC (“AM 2002”); and 525,732 by BV KG. MPM Asset Management II, L.P. (“AM LP”) and MPM Asset Management II LLC (“AM II LLC”) are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
SCHEDULE 13G
| CUSIP No. 53588109 | Page 9 of 18 Pages |
| (1) |
Names of reporting persons
Luke Evnin | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,208,961* | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,208,961* | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,208,961* | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.1% | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
* The shares are held as follows: 1,493,260 by BV II QP; 164,567 by BV II; 25,402 by AM 2002; and 525,732 by BV KG. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
SCHEDULE 13G
| CUSIP No. 53588109 | Page 10 of 18 Pages |
| (1) |
Names of reporting persons
Nicholas Galakatos | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
30,833* | ||||
| (6) | Shared voting power
2,208,961** | |||||
| (7) | Sole dispositive power
30,833* | |||||
| (8) | Shared dispositive power
2,208,961** | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,239,794** | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.2% | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
* Represents shares issuable pursuant to options exercisable within 60 days of December 31, 2011.
** The shares are held as follows: 1,493,260 by BV II QP; 164,567 by BV II; 525,732 by BV KG; and 25,402 by AM 2002. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
SCHEDULE 13G
| CUSIP No. 53588109 | Page 11 of 18 Pages |
| (1) |
Names of reporting persons
Michael Steinmetz | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,208,961* | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,208,961* | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,208,961* | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.1% | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
* The shares are held as follows: 1,493,260 by BV II QP; 164,567 by BV II; 525,732 by BV KG; and 25,402 by AM 2002. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
SCHEDULE 13G
| CUSIP No. 53588109 | Page 12 of 18 Pages |
| (1) |
Names of reporting persons
Kurt Wheeler | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,208,961* | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,208,961* | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,208,961* | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.1% | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
* The shares are held as follows: 1,493,260 by BV II QP; 164,567 by BV II; 525,732 by BV KG; and 25,402 by AM 2002. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
| Page 13 of 18 Pages |
Item 1.
(a) Name of Issuer
AVEO Pharmaceuticals, Inc.
(b) Address of Issuer’s Principal Executive Offices
75 Sidney Street, 4th Floor
Cambridge, MA 02139
Item 2.
(a) Name of Person Filing
MPM BioVentures II, LP
MPM BioVentures II-QP, L.P.
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG
MPM Asset Management Investors 2002 BVII LLC
MPM Asset Management II, L.P.
MPM Asset Management II LLC
Ansbert Gadicke
Luke Evnin
Nicholas Galakatos
Michael Steinmetz
Kurt Wheeler
(b) Address of Principal Business Office or, if none, Residence
c/o MPM Capital L.P.
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
(c) Citizenship
All entities were organized in Delaware except MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG, which was organized in Germany. The individuals are all United States citizens.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
53588109
| 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
| Page 14 of 18 Pages |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
| MPM BioVentures II, L.P. |
164,567 | |||
| MPM BioVentures II-QP, L.P. |
1,493,260 | |||
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
525,732 | |||
| MPM Asset Management Investors 2002 BVII LLC |
25,402 | |||
| MPM Asset Management II, L.P. |
2,183,559 | (1) | ||
| MPM Asset Management II LLC |
2,183,559 | (1) | ||
| Ansbert Gadicke |
2,208,961 | (2) | ||
| Luke B. Evnin |
2,208,961 | (2) | ||
| Nicholas Galakatos |
2,239,794 | (2)(3) | ||
| Michael Steinmetz |
2,208,961 | (2) | ||
| Kurt Wheeler |
2,208,961 | (2) |
Percent of Class:
| MPM BioVentures II, L.P. |
0.4 | % | ||
| MPM BioVentures II-QP, L.P. |
3.5 | % | ||
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
1.2 | % | ||
| MPM Asset Management Investors 2002 BVII LLC |
0.1 | % | ||
| MPM Asset Management II, L.P. |
5.1 | % | ||
| MPM Asset Management II LLC |
5.1 | % | ||
| Ansbert Gadicke |
5.1 | % | ||
| Luke B. Evnin |
5.1 | % | ||
| Nicholas Galakatos |
5.2 | % | ||
| Michael Steinmetz |
5.1 | % | ||
| Kurt Wheeler |
5.1 | % |
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
| MPM BioVentures II, L.P. |
164,567 | |||
| MPM BioVentures II-QP, L.P. |
1,493,260 | |||
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
525,732 | |||
| MPM Asset Management Investors 2002 BVII LLC |
25,402 | |||
| MPM Asset Management II, L.P. |
0 | |||
| MPM Asset Management II LLC |
0 | |||
| Ansbert Gadicke |
0 | |||
| Luke B. Evnin |
0 | |||
| Nicholas Galakatos |
30,833 | (3) | ||
| Michael Steinmetz |
0 | |||
| Kurt Wheeler |
0 |
| Page 15 of 18 Pages |
| (ii) | Shared power to vote or to direct the vote |
| MPM BioVentures II, L.P. |
0 | |||
| MPM BioVentures II-QP, L.P. |
0 | |||
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
0 | |||
| MPM Asset Management Investors 2002 BVII LLC |
0 | |||
| MPM Asset Management II, L.P. |
2,183,559 | (1) | ||
| MPM Asset Management II LLC |
2,183,559 | (1) | ||
| Ansbert Gadicke |
2,208,961 | (2) | ||
| Luke B. Evnin |
2,208,961 | (2) | ||
| Nicholas Galakatos |
2,208,961 | (2) | ||
| Michael Steinmetz |
2,208,961 | (2) | ||
| Kurt Wheeler |
2,208,961 | (2) |
.
| (iii) | Sole power to dispose or to direct the disposition of |
| MPM BioVentures II, LP |
164,567 | |||
| MPM BioVentures II-QP, L.P. |
1,493,260 | |||
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
525,732 | |||
| MPM Asset Management Investors 2002 LLC |
25,402 | |||
| MPM Asset Management II, L.P. |
0 | |||
| MPM Asset Management II LLC |
0 | |||
| Ansbert Gadicke |
0 | |||
| Luke Evnin |
0 | |||
| Nicholas Galakatos |
30,833 | (3) | ||
| Michael Steinmetz |
0 | |||
| Kurt Wheeler |
0 |
| (iv) | Shared power to dispose or to direct the disposition of |
| MPM BioVentures II, LP |
0 | |||
| MPM BioVentures II-QP, L.P. |
0 | |||
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
0 | |||
| MPM Asset Management Investors 2002 BVII LLC |
0 | |||
| MPM Asset Management II, L.P. |
2,183,559 | (1) | ||
| MPM Asset Management II LLC |
2,183,559 | (1) | ||
| Ansbert Gadicke |
2,208,961 | (2) | ||
| Luke B. Evnin |
2,208,961 | (2) | ||
| Nicholas Galakatos |
2,208,961 | (2) | ||
| Michael Steinmetz |
2,208,961 | (2) | ||
| Kurt Wheeler |
2,208,961 | (2) |
| (1) | The shares are held as follows: 1,493,260 by BV II QP; 164,567 by BV II; and 525,732 by BV KG. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. |
| (2) | The shares are held as follows: 1,493,260 by BV II QP; 164,567 by BV II; 525,732 by BV KG; and 25,402 by AM 2002. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. |
| (3) | Includes 30,833 shares issuable upon exercise of options within 60 days of December 31, 2011. |
| Page 16 of 18 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| 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 a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
| Page 17 of 18 Pages |
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.
Dated: February 8, 2012
| MPM BIOVENTURES II, L.P. | MPM BIOVENTURES II-QP, L.P. | |||||||
| By: | MPM Asset Management II, L.P., | By: | MPM Asset Management II, L.P., | |||||
| its General Partner | its General Partner | |||||||
| By: | MPM Asset Management II LLC, | By: | MPM Asset Management II LLC, | |||||
| its General Partner | its General Partner | |||||||
| By: | /s/ Luke B. Evnin | By: | /s/ Luke B. Evnin | |||||
| Name: Luke B. Evnin | Name: Luke B. Evnin | |||||||
| Title: Investment Manager | Title: Investment Manager | |||||||
| MPM BIOVENTURES GMBH & CO. PARALLEL-BETEILIGUNGS KG |
MPM ASSET MANAGEMENT INVESTORS 2002 BVII LLC | |||||||
| By: | MPM Asset Management II LP, in its capacity as the Special Limited Partner | By: | /s/ Luke B. Evnin | |||||
| Name: Luke B. Evnin | ||||||||
| By: | MPM Asset Management II LLC, its General Partner | Title: Investment Manager | ||||||
| By: | /s/ Luke B. Evnin | |||||||
| Name: Luke B. Evnin |
||||||||
| Title: Investment Manager |
||||||||
| MPM ASSET MANAGEMENT II L.P. |
MPM ASSET MANAGEMENT II LLC | |||||||
| By: | MPM Asset Management II LLC, its General Partner | |||||||
| By: | /s/ Luke B. Evnin | By: | /s/ Luke B. Evnin | |||||
| Name: Luke B. Evnin |
Name: Luke B. Evnin | |||||||
| Title: Investment Manager |
Title: Investment Manager | |||||||
| Page 18 of 18 Pages |
| /s/ Ansbert Gadicke | /s/ Luke B. Evnin | |||
| Ansbert Gadicke | Luke B. Evnin | |||
| /s/ Nicholas Galakatos |
/s/ Michael Steinmetz | |||
| Nicholas Galakatos |
Michael Steinmetz | |||
| /s/ Kurt Wheeler |
||||
| Kurt Wheeler |
||||
EXHIBITS
| A: | Joint Filing Agreement |