|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
|
|
|
SCHEDULE 13D |
|
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ADAMAS PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00548A106
(CUSIP Number)
Mohr Davidow Ventures
3000 Sand Hill Road, #3-290
Menlo Park, California 94025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 2015
(Date of Event Which Requires Filing of this Statement)
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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
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).
CUSIP No. 00548A106 | |||||
| |||||
|
1 |
Names of Reporting Persons: | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
|
|
(a) |
x(1) | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only: | |||
| |||||
|
4 |
Source of Funds (See Instructions): | |||
| |||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||
| |||||
|
6 |
Citizenship or Place of Organization: | |||
| |||||
Number of |
7 |
Sole Voting Power: | |||
| |||||
8 |
Shared Voting Power: | ||||
| |||||
9 |
Sole Dispositive Power: | ||||
| |||||
10 |
Shared Dispositive Power: | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) : | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions): | |||
(1) MDV VII, L.P. (MDV VII), MDV VII Leaders Fund, L.P. (MDV VII Leaders), MDV ENF VII(A), L.P. (MDV ENF VII(A)), MDV ENF VII(B), L.P. (MDV ENF VII(B)), MDV IX, L.P. (MDV IX), MDV ENF IX, L.P. (MDV ENF IX), Seventh MDV Partners, L.L.C., the general partner of MDV VII, as nominee for MDV VII, MDV VII Leaders, MDV ENF VII(A) and MDV ENF VII(B) (MDV VII GP), Ninth MDV Partners, L.L.C., the general partner of MDV IX, as nominee for MDV IX and MDV ENF IX (MDV IX GP), Jonathan Feiber, a managing member of MDV VII GP and MDV IX GP (Feiber), Nancy Schoendorf, a managing member of MDV IX GP (Schoendorf), and William Ericson, a managing member of MDV IX GP and a member of the Issuers board of directors (Ericson), are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 | |||||
| |||||
|
1 |
Names of Reporting Persons: | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
|
|
(a) |
x(1) | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only: | |||
| |||||
|
4 |
Source of Funds (See Instructions): | |||
| |||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||
| |||||
|
6 |
Citizenship or Place of Organization: | |||
| |||||
Number of |
7 |
Sole Voting Power: | |||
| |||||
8 |
Shared Voting Power: | ||||
| |||||
9 |
Sole Dispositive Power: | ||||
| |||||
10 |
Shared Dispositive Power: | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) : | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions): | |||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 | |||||
| |||||
|
1 |
Names of Reporting Persons: | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
|
|
(a) |
x(1) | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only: | |||
| |||||
|
4 |
Source of Funds (See Instructions): | |||
| |||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||
| |||||
|
6 |
Citizenship or Place of Organization: | |||
| |||||
Number of |
7 |
Sole Voting Power: | |||
| |||||
8 |
Shared Voting Power: | ||||
| |||||
9 |
Sole Dispositive Power: | ||||
| |||||
10 |
Shared Dispositive Power: | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) : | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions): | |||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 | |||||
| |||||
|
1 |
Names of Reporting Persons: | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
|
|
(a) |
x(1) | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only: | |||
| |||||
|
4 |
Source of Funds (See Instructions): | |||
| |||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||
| |||||
|
6 |
Citizenship or Place of Organization: | |||
| |||||
Number of |
7 |
Sole Voting Power: | |||
| |||||
8 |
Shared Voting Power: | ||||
| |||||
9 |
Sole Dispositive Power: | ||||
| |||||
10 |
Shared Dispositive Power: | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) : | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions): | |||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 | |||||
| |||||
|
1 |
Names of Reporting Persons: | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
|
|
(a) |
x(1) | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only: | |||
| |||||
|
4 |
Source of Funds (See Instructions): | |||
| |||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||
| |||||
|
6 |
Citizenship or Place of Organization: | |||
| |||||
Number of |
7 |
Sole Voting Power: | |||
| |||||
8 |
Shared Voting Power: | ||||
| |||||
9 |
Sole Dispositive Power: | ||||
| |||||
10 |
Shared Dispositive Power: | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
| |||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) : | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions): | |||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 |
|
| |||||
| |||||||
|
1 |
Names of Reporting Persons: | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
|
|
(a) |
x(1) | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only: | |||||
| |||||||
|
4 |
Source of Funds (See Instructions): | |||||
| |||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| |||||||
|
6 |
Citizenship or Place of Organization: | |||||
| |||||||
Number of |
7 |
Sole Voting Power: | |||||
| |||||||
8 |
Shared Voting Power: | ||||||
| |||||||
9 |
Sole Dispositive Power: | ||||||
| |||||||
10 |
Shared Dispositive Power: | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person : | |||||
| |||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) : 23.7%(3) | |||||
| |||||||
|
14 |
Type of Reporting Person (See Instructions): | |||||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 |
|
| |||||
| |||||||
|
1 |
Names of Reporting Persons: | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
|
|
(a) |
x(1) | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only: | |||||
| |||||||
|
4 |
Source of Funds (See Instructions): | |||||
| |||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| |||||||
|
6 |
Citizenship or Place of Organization: | |||||
| |||||||
Number of |
7 |
Sole Voting Power: | |||||
| |||||||
8 |
Shared Voting Power: | ||||||
| |||||||
9 |
Sole Dispositive Power: | ||||||
| |||||||
10 |
Shared Dispositive Power: | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| |||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) : 23.7%(3) | |||||
| |||||||
|
14 |
Type of Reporting Person (See Instructions): | |||||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 |
|
| |||||
| |||||||
|
1 |
Names of Reporting Persons: | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
|
|
(a) |
x(1) | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only: | |||||
| |||||||
|
4 |
Source of Funds (See Instructions): | |||||
| |||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| |||||||
|
6 |
Citizenship or Place of Organization: | |||||
| |||||||
Number of |
7 |
Sole Voting Power: | |||||
| |||||||
8 |
Shared Voting Power: | ||||||
| |||||||
9 |
Sole Dispositive Power: | ||||||
| |||||||
10 |
Shared Dispositive Power: | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| |||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) : 23.7%(3) | |||||
| |||||||
|
14 |
Type of Reporting Person (See Instructions): | |||||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 |
|
| |||||
| |||||||
|
1 |
Names of Reporting Persons: | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
|
|
(a) |
x(1) | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only: | |||||
| |||||||
|
4 |
Source of Funds (See Instructions): | |||||
| |||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| |||||||
|
6 |
Citizenship or Place of Organization: | |||||
| |||||||
Number of |
7 |
Sole Voting Power: | |||||
| |||||||
8 |
Shared Voting Power: | ||||||
| |||||||
9 |
Sole Dispositive Power: | ||||||
| |||||||
10 |
Shared Dispositive Power: | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| |||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) : 23.7%(3) | |||||
| |||||||
|
14 |
Type of Reporting Person (See Instructions): | |||||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 |
|
| |||||
| |||||||
|
1 |
Names of Reporting Persons: | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
|
|
(a) |
x(1) | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only: | |||||
| |||||||
|
4 |
Source of Funds (See Instructions): | |||||
| |||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| |||||||
|
6 |
Citizenship or Place of Organization: | |||||
| |||||||
Number of |
7 |
Sole Voting Power: | |||||
| |||||||
8 |
Shared Voting Power: | ||||||
| |||||||
9 |
Sole Dispositive Power: | ||||||
| |||||||
10 |
Shared Dispositive Power: | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| |||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) : 23.7%(3) | |||||
| |||||||
|
14 |
Type of Reporting Person (See Instructions): | |||||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(3) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 |
|
| |||||
| |||||||
|
1 |
Names of Reporting Persons: | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
|
|
(a) |
x(1) | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only: | |||||
| |||||||
|
4 |
Source of Funds (See Instructions): | |||||
| |||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| |||||||
|
6 |
Citizenship or Place of Organization: | |||||
| |||||||
Number of |
7 |
Sole Voting Power: | |||||
| |||||||
8 |
Shared Voting Power: | ||||||
| |||||||
9 |
Sole Dispositive Power: | ||||||
| |||||||
10 |
Shared Dispositive Power: | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| |||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) : 23.8%(4) | |||||
| |||||||
|
14 |
Type of Reporting Person (See Instructions): | |||||
(1) MDV VII, MDV VII Leaders, MDV ENF VII(A), MDV ENF VII(B), MDV IX, MDV ENF IX, MDV VII GP, MDV IX GP, Feiber, Schoendorf and Ericson are members of a group for purposes of this Schedule 13D.
(2) Consists of 30,000 shares of Common Stock issuable upon exercise of options held by Ericson, which are subject to an early exercise right and may be exercised in full prior to vesting.
(3) Includes (i) 4,072,686 shares of Common Stock held by MDV VII; and (ii) 287,992 shares of Common Stock held by MDV IX.
(4) This percentage is calculated based upon 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
CUSIP No. 00548A106 | |
|
|
Item 1. |
Security and Issuer. |
|
The principal executive offices of the Issuer are located at 900 Powell St., Suite 750, Emeryville, California 94608.
This Amendment No. 1 to Schedule 13D (the Amendment) is being filed as an amendment to the original statement on Schedule 13D relating to the Common Stock, $0.001 par value per share (Common Stock) of Adamas Pharmaceuticals, Inc., a Delaware corporation (the Issuer) as filed with the Securities and Exchange Commission (the SEC) on April 25, 2014 (the Original Schedule 13D). This Amendment is being filed by the Reporting Persons to report the sales between March 17, 2015 and July 10, 2015 of an aggregate of 223,336 shares of the Issuers Common Stock.
Items 4 and 5 and Schedule A of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D. |
|
|
Item 2. |
Identity and Background. |
(a) |
This Schedule 13D is filed by MDV VII, L.P. (MDV VII), MDV VII Leaders Fund, L.P. (MDV VII Leaders), MDV ENF VII(A), L.P. (MDV ENF VII(A)), MDV ENF VII(B), L.P. (MDV ENF VII(B) and together with MDV VII, MDV VII Leaders and MDV ENF VII(A), the MDV VII Funds), MDV IX, L.P. (MDV IX), MDV ENF IX, L.P. (MDV ENF IX and together with MDV IX, the MDV IX Funds), Seventh MDV Partners, L.L.C., the general partner of MDV VII, as nominee for the MDV VII Funds (MDV VII GP), Ninth MDV Partners, L.L.C., the general partner of MDV IX, as nominee for the MDV IX Funds (MDV IX GP), Jonathan Feiber, a managing member of MDV VII GP and MDV IX GP (Feiber), Nancy Schoendorf, a managing member of MDV IX GP (Schoendorf), and William Ericson, a managing member of MDV IX GP and a member of the Issuers board of directors (Ericson and collectively with the MDV VII Funds, the MDV IX Funds, MDV VII GP, MDV IX GP, Feiber and Schoendorf, the Reporting Persons.). |
(b) |
The address of the principal place of business of each of the Reporting Persons is 3000 Sand Hill Road, #3-290, Menlo Park, California 94025. |
|
|
(c) |
The principal business of each of the Reporting Persons is a venture capital investment business. |
|
|
(d) |
During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
|
|
(e) |
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
|
|
(f) |
Each of the MDV VII Funds and the MDV IX Funds is a Delaware limited partnership, each of MDV VII GP and MDV IX GP is a Delaware limited liability company, and each of Feiber, Schoendorf and Ericson is a United States citizen. |
|
|
Item 4. |
Purpose of Transaction. |
|
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
Between March 17, 2015 and July 10, 2015, the Reporting Person sold an aggregate of 223,336 share of the Issuers Common Stock. |
Item 5. |
Interest in Securities of the Issuer. |
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this Statement on Schedule 13D is provided as of the date of this filing: |
Reporting Person |
|
Shares Held |
|
Sole |
|
Shared |
|
Sole |
|
Shared |
|
Beneficial |
|
Percentage |
|
MDV VII |
|
4,072,686 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
MDV VII Leaders |
|
0 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
MDV ENF VII(A) |
|
0 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
MDV ENF VII(B) |
|
0 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
MDV IX |
|
287,992 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
MDV ENF IX |
|
0 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
MDV VII GP |
|
0 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
MDV IX GP |
|
0 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
Feiber |
|
0 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
Schoendorf |
|
0 |
|
0 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,360,678 |
|
23.7 |
%(2) |
Ericson |
|
30,000 |
|
30,000 |
|
4,360,678 |
|
0 |
|
4,360,678 |
|
4,390,678 |
|
23.8 |
%(3) |
(1) Feiber and Schoendorf are managing members of MDV VII GP, which serves as the general partner of MDV VII, as nominee for the MDV VII Funds, and share voting and dispositive power over the shares held by the MDV VII Funds. Ericson is a general partner with Mohr Davidow Ventures and may be deemed to indirectly beneficially own the shares held by the MDV VII Funds. Feiber and Ericson are managing members of MDV IX GP, which serves as the general partner of MDV IX, as nominee for the MDV IX Funds, and share voting and dispositive power over the shares held by the MDV IX Funds. MDV VII GP and MDV IX GP own no securities of the Issuer directly.
(2) This percentage is calculated based upon the 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015.
(3) This percentage is calculated based upon the 18,422,074 shares of Common Stock outstanding as of November 9, 2015 set forth in the Companys 10-Q, filed with the SEC on November 12, 2015, plus (ii) 30,000 shares of Common Stock underlying options held by the Reporting Person.
The information provided in Item 3 is hereby incorporated by reference.
CUSIP No. 00548A106 | |
|
|
Item 7. |
Material to be Filed as Exhibits. |
|
Agreement regarding joint filing of Schedule 13D. |
CUSIP No. 00548A106 |
SIGNATURES
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 11, 2016
MDV VII, L.P. |
MDV ENF IX, L.P. | |||
|
|
| ||
By: |
Seventh MDV Partners, L.L.C. |
|
By: |
Ninth MDV Partners, L.L.C. |
Its: |
General Partner |
|
Its: |
General Partner |
|
|
|
|
|
By: |
/s/ Jonathan Feiber |
|
By: |
/s/ William Ericson |
Name: |
Jonathan Feiber |
|
Name: |
William Ericson |
Title: |
Managing Member |
|
Title: |
Managing Member |
|
|
|
| |
MDV VII Leaders Fund, L.P. |
|
Seventh MDV Partners, L.L.C. | ||
|
|
|
| |
By: |
Seventh MDV Partners, L.L.C. |
|
By: |
/s/ Nancy Schoendorf |
Its: |
General Partner |
|
Name: |
Nancy Schoendorf |
|
|
|
Title: |
Managing Member |
By: |
/s/ Jonathan Feiber |
|
|
|
Name: |
Jonathan Feiber |
|
Ninth MDV Partners, L.L.C. | |
Title: |
Managing Member |
|
| |
|
|
|
By: |
/s/ William W. Ericson |
MDV ENF VII(A), L.P. |
|
Name: |
William W. Ericson | |
|
|
Title: |
Managing Member | |
By: |
Seventh MDV Partners, L.L.C. |
|
|
|
Its: |
General Partner |
|
/s/ Jonathan Feiber | |
|
|
|
Jonathan Feiber | |
By: |
/s/ Jonathan Feiber |
|
| |
Name: |
Jonathan Feiber |
|
/s/ Nancy schoendorf | |
Title: |
Managing Member |
|
Nancy Schoendorf | |
|
|
|
| |
MDV ENF VII(B), L.P. |
|
/s/ William W. Ericson | ||
|
|
William Ericson | ||
By: |
Seventh MDV Partners, L.L.C. |
|
| |
Its: |
General Partner |
|
| |
|
|
|
| |
By: |
/s/ Jonathan Feiber |
|
| |
Name: |
Jonathan Feiber |
|
| |
Title: |
Managing Member |
|
| |
|
|
| ||
MDV IX, L.P. |
|
| ||
|
|
| ||
By: |
Ninth MDV Partners, L.L.C. |
|
| |
Its: |
General Partner |
|
| |
|
|
|
| |
By: |
/s/ William W. Ericson |
|
| |
Name: |
William W. Ericson |
|
| |
Title: |
Managing Member |
|
|
CUSIP No. 00548A106 |
|
Exhibit A
AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned.
Dated: February 11, 2016
MDV VII, L.P. |
MDV ENF IX, L.P. | |||
|
|
| ||
By: |
Seventh MDV Partners, L.L.C. |
|
By: |
Ninth MDV Partners, L.L.C. |
Its: |
General Partner |
|
Its: |
General Partner |
|
|
|
|
|
By: |
/s/ Jonathan Feiber |
|
By: |
/s/ William Ericson |
Name: |
Jonathan Feiber |
|
Name: |
William Ericson |
Title: |
Managing Member |
|
Title: |
Managing Member |
|
|
|
| |
MDV VII Leaders Fund, L.P. |
|
Seventh MDV Partners, L.L.C. | ||
|
|
|
| |
By: |
Seventh MDV Partners, L.L.C. |
|
By: |
/s/ Nancy Schoendorf |
Its: |
General Partner |
|
Name: |
Nancy Schoendorf |
|
|
|
Title: |
Managing Member |
By: |
/s/ Jonathan Feiber |
|
|
|
Name: |
Jonathan Feiber |
|
Ninth MDV Partners, L.L.C. | |
Title: |
Managing Member |
|
| |
|
|
|
By: |
/s/ William W. Ericson |
MDV ENF VII(A), L.P. |
|
Name: |
William W. Ericson | |
|
|
Title: |
Managing Member | |
By: |
Seventh MDV Partners, L.L.C. |
|
|
|
Its: |
General Partner |
|
/s/ Jonathan Feiber | |
|
|
|
Jonathan Feiber | |
By: |
/s/ Jonathan Feiber |
|
| |
Name: |
Jonathan Feiber |
|
/s/ Nancy schoendorf | |
Title: |
Managing Member |
|
Nancy Schoendorf | |
|
|
|
| |
MDV ENF VII(B), L.P. |
|
/s/ William W. Ericson | ||
|
|
William Ericson | ||
By: |
Seventh MDV Partners, L.L.C. |
|
| |
Its: |
General Partner |
|
| |
|
|
|
| |
By: |
/s/ Jonathan Feiber |
|
| |
Name: |
Jonathan Feiber |
|
| |
Title: |
Managing Member |
|
| |
|
|
| ||
MDV IX, L.P. |
|
| ||
|
|
| ||
By: |
Ninth MDV Partners, L.L.C. |
|
| |
Its: |
General Partner |
|
| |
|
|
|
| |
By: |
/s/ William W. Ericson |
|
| |
Name: |
William W. Ericson |
|
| |
Title: |
Managing Member |
|
|