Schedule 13D
Item 1.
Security and Issuer
.
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on February 26, 2016 relating to the common stock, $.001 par value (the "Common Stock") of Proteostasis Therapeutics, Inc. (the "Issuer") having its principal executive office at 200 Technology Square, 4
th
Floor, Cambridge, MA 02139.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item 2.
Identity and Background
.
This statement is being filed by:
(a) New Enterprise Associates 12, Limited Partnership ("NEA 12");
(b) NEA Partners 12, Limited Partnership ("NEA Partners 12"), which is the sole general partner of NEA 12; and NEA 12 GP, LLC ("NEA 12 LLC" and, together with NEA Partners 12, the "Control Entities"), which is the sole general partner of NEA Partners 12; and
(c) M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Patrick J. Kerins ("Kerins"), Krishna S. Kolluri ("Kolluri") and Scott D. Sandell ("Sandell") (together, the "Managers"). The Managers are the managers of NEA 12 LLC.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of NEA 12 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 12 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 12 is to act as the sole general partner of NEA 12. The principal business of NEA 12 LLC is to act as the sole general partner of NEA Partners 12. The principal business of each of the Managers is to manage the Control Entities, NEA 12 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in 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.
NEA 12 and NEA Partners 12 are limited partnerships organized under the laws of the State of Delaware. NEA 12 LLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
|
CUSIP No.
74373B109
|
13D
|
Page 12 of 20 Pages
|
Item 3.
Source and Amount of Funds or Other Consideration
.
On September 8, 2016, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-213322) in connection with an underwritten offering of 5,000,000 shares of Common Stock of the Issuer (the "Offering") was declared effective. The closing of the Offering took place on September 14, 2016, and at such closing NEA 12 purchased an aggregate of 461,538 shares of Common Stock at the Offering price of $13.00 per share. In addition, prior to the Offering, NEA 12 held 3,093,072 shares of the Issuer's Common Stock. NEA 12 now holds a total of 3,554,610 shares of the Issuer's Common Stock (the "NEA 12 Shares").
The working capital of NEA 12 was the source of the funds for the purchase of the NEA 12 Shares. No part of the purchase price of the NEA 12 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 12 Shares.
Item 4.
Purpose of Transaction
.
NEA 12 acquired the NEA 12 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 12 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
|
|
(a)
|
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
|
|
(b)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
|
(c)
|
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
|
(d)
|
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
|
(e)
|
Any material change in the present capitalization or dividend policy of the Issuer;
|
|
|
(f)
|
Any other material change in the Issuer's business or corporate structure;
|
|
|
(g)
|
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
|
|
|
(h)
|
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
|
(i)
|
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
|
|
(j)
|
Any action similar to any of those enumerated above.
|
|
CUSIP No.
74373B109
|
13D
|
Page 13 of 20 Pages
|
Item 5.
Interest in Securities of the Issuer
.
|
|
(a)
|
NEA 12 is the record owner of the NEA 12 Shares. As the sole general partner of NEA 12, NEA Partners 12 may be deemed to own beneficially the NEA 12 Shares. As the sole general partner of NEA Partners 12, NEA 12 LLC may be deemed to own beneficially the NEA 12 Shares. As members of NEA 12 LLC, each of the Managers may be deemed to own beneficially the NEA 12 Shares.
|
Additionally, Barrett is the record owner of options to purchase 14,080 shares of Common Stock (the "Barrett Option Shares"), exercisable immediately. As a result, Barrett may be deemed to own beneficially the Barrett Option Shares in addition to the NEA 12 Shares.
Each Reporting Person disclaims beneficial ownership of the NEA 12 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person other than Barrett is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on the 24,139,486 shares of Common Stock (the "Prospectus Shares") reported to be outstanding immediately after the Offering on the Issuer's prospectus supplement filed under Rule 424(b)(2), filed with the Securities Exchange Commission on September 9, 2016. The percentage set forth on the cover sheet for Barrett is calculated based on 24,153,566 shares of Common Stock, which includes (i) the Prospectus Shares and (ii) the Barrett Option Shares.
|
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: See line 7 of cover sheets
|
|
|
(ii)
|
shared power to vote or to direct the vote: See line 8 of cover sheets
|
|
|
(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets.
|
|
|
(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
|
|
|
(d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.
|
|
CUSIP No.
74373B109
|
13D
|
Page 14 of 20 Pages
|
Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer
.
NEA 12 has entered into a lock-up agreement with the underwriters of the Offering pursuant to which NEA 12 has generally agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of directly or indirectly, any shares of common stock or securities convertible into, or exercisable or exchangeable for, common stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, during the period of
90 days from September 8, 2016
, except with the prior written consent of Leerink Partners LLC and RBC Capital Markets, LLC.
Item 7.
Material to be Filed as Exhibits
.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.