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CUSIP No. 29269A102
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1.
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Name of Reporting Persons
Venrock Healthcare Capital Partners II, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
(1)
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,300,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,300,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
8.9%(3)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
Venrock Healthcare Capital Partners II, L.P. (“VHCP II”), VHCP Co-Investment Holdings II, LLC (“VHCP Co II”), VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G.
(2)
Consists of (i) 3,059,616 shares of common stock held by VHCP II and (ii) 1,240,384 shares of common stock held by VHCP Co II.
(3)
This percentage is calculated based upon 48,349,930 shares of common stock outstanding as set forth in Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018.
2
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CUSIP No. 29269A102
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1.
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Name of Reporting Persons
VHCP Co-Investment Holdings II, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
(1)
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,300,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,300,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
8.9%(3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
Venrock Healthcare Capital Partners II, L.P. (“VHCP II”), VHCP Co-Investment Holdings II, LLC (“VHCP Co II”), VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G.
(2)
Consists of (i) 3,059,616 shares of common stock held by VHCP II and (ii) 1,240,384 shares of common stock held by VHCP Co II.
(3)
This percentage is calculated based upon 48,349,930 shares of common stock outstanding as set forth in Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018.
3
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CUSIP No. 29269A102
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1.
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Name of Reporting Persons
VHCP Management II, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
(1)
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,300,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,300,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
8.9%(3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
Venrock Healthcare Capital Partners II, L.P. (“VHCP II”), VHCP Co-Investment Holdings II, LLC (“VHCP Co II”), VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G.
(2)
Consists of (i) 3,059,616 shares of common stock held by VHCP II and (ii) 1,240,384 shares of common stock held by VHCP Co II.
(3)
This percentage is calculated based upon 48,349,930 shares of common stock outstanding as set forth in Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018.
4
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CUSIP No. 29269A102
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1.
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Name of Reporting Persons
Koh, Bong
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
(1)
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,300,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,300,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
8.9%(3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
Venrock Healthcare Capital Partners II, L.P. (“VHCP II”), VHCP Co-Investment Holdings II, LLC (“VHCP Co II”), VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G.
(2)
Consists of (i) 3,059,616 shares of common stock held by VHCP II and (ii) 1,240,384 shares of common stock held by VHCP Co II.
(3)
This percentage is calculated based upon 48,349,930 shares of common stock outstanding as set forth in Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018.
5
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CUSIP No. 29269A102
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1.
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Name of Reporting Persons
Shah, Nimish
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
(1)
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,300,000(2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,300,000(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
8.9%(3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
Venrock Healthcare Capital Partners II, L.P. (“VHCP II”), VHCP Co-Investment Holdings II, LLC (“VHCP Co II”), VHCP Management II, LLC, Bong Koh and Nimish Shah are members of a group for the purposes of this Schedule 13G.
(2)
Consists of (i) 3,059,616 shares of common stock held by VHCP II and (ii) 1,240,384 shares of common stock held by VHCP Co II.
(3)
This percentage is calculated based upon 48,349,930 shares of common stock outstanding as set forth in Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018.
6
Introductory Note:
This Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co II”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II” and collectively with VHCP II and VHCP Co II, the “Venrock Entities”), Bong Koh (“Koh”) and Nimish Shah (“Shah”) in respect of the common stock of Endocyte, Inc., $0.001 par value per share (the “Common Stock”).
Item 1.
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(a)
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Name of Issuer
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Endocyte, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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3000 Kent Avenue, Suite A1-100
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West Lafayette, IN 47906
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Item 2.
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(a)
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Name of Person Filing
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Venrock Healthcare Capital Partners II, L.P.
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VHCP Co-Investment Holdings II, LLC
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VHCP Management II, LLC
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Bong Koh
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Nimish Shah
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(b)
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Address of Principal Business Office or, if none, Residence
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New York Office:
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Palo Alto Office:
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Boston Office:
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530 Fifth Avenue
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3340 Hillview Avenue
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34 Farnsworth Street
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22nd Floor
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Palo Alto, CA 94304
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3rd Floor
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New York, NY 10036
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Boston, MA 02210
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(c)
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Citizenship
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Each of the Venrock Entities was organized in Delaware. Messrs. Koh and Shah are both United States citizens.
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(d)
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Title of Class of Securities
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Common Stock, $0.001 par value per share
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(e)
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CUSIP Number
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29269A102
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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
7
Item 4.
Ownership
(a)
Amount beneficially owned
as of March 12, 2018:
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Venrock Healthcare Capital Partners II, L.P.
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4,300,000
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(1)
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VHCP Co-Investment Holdings II, LLC
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4,300,000
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(1)
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VHCP Management II, LLC
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4,300,000
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(1)
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Bong Koh
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4,300,000
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(1)
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Nimish Shah
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4,300,000
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(1)
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(b)
Percent of class
as of March 12, 2018:
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Venrock Healthcare Capital Partners II, L.P.
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8.9
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%(2)
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VHCP Co-Investment Holdings II, LLC
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8.9
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%(2)
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VHCP Management II, LLC
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8.9
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%(2)
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Bong Koh
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8.9
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%(2)
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Nimish Shah
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8.9
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%(2)
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(c)
Number of shares as to which the person has, as of March 12, 2018:
(i)
Sole power to vote or to direct the vote
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Venrock Healthcare Capital Partners II, L.P.
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0
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VHCP Co-Investment Holdings II, LLC
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0
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VHCP Management II, LLC
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0
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Bong Koh
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0
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Nimish Shah
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0
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(ii)
Shared power to vote or to direct the vote
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Venrock Healthcare Capital Partners II, L.P.
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4,300,000
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(1)
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VHCP Co-Investment Holdings II, LLC
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4,300,000
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(1)
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VHCP Management II, LLC
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4,300,000
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(1)
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Bong Koh
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4,300,000
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(1)
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Nimish Shah
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4,300,000
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(1)
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(iii)
Sole power to dispose or to direct the disposition of
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Venrock Healthcare Capital Partners II, L.P.
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0
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VHCP Co-Investment Holdings II, LLC
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0
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VHCP Management II, LLC
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0
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Bong Koh
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0
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Nimish Shah
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0
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8
(iv)
Shared power to dispose or to direct the disposition of
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Venrock Healthcare Capital Partners II, L.P.
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4,300,000
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(1)
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VHCP Co-Investment Holdings II, LLC
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4,300,000
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(1)
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VHCP Management II, LLC
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4,300,000
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(1)
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Bong Koh
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4,300,000
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(1)
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Nimish Shah
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4,300,000
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(1)
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(1)
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These shares are owned directly as follows: (i) 3,059,616 shares of Common Stock held by VHCP II and (ii) 1,240,384 shares of Common Stock held by VHCP Co II. VHCP Management II is the general partner of VHCP II and the manager of VHCP Co II. Messrs. Koh and Shah are the managing members of VHCP Management II.
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(2)
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This percentage is calculated based upon 48,349,930 shares of Common Stock outstanding as set forth in Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018.
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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
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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
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
9
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: March 12, 2018
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Venrock Healthcare Capital Partners II, L.P.
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VHCP Co-Investment Holdings II, LLC
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By:
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VHCP Management II, LLC,
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By:
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VHCP Management II, LLC,
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its General Partner
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its Manager
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By:
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/s/ David L. Stepp
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By:
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/s/ David L. Stepp
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Name:
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David L. Stepp
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Name:
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David L. Stepp
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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VHCP Management II, LLC
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By:
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/s/ David L. Stepp
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Name:
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David L. Stepp
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Title:
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Authorized Signatory
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/s/ David L. Stepp, as attorney-in-fact
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Bong Koh
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/s/ David L. Stepp, as attorney-in-fact
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Nimish Shah
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EXHIBITS
A:
Joint Filing Agreement
B:
Power of Attorney for Bong Koh.
C:
Power of Attorney for Nimish Shah.
10
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Endocyte, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 12th day of March, 2018.
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Venrock Healthcare Capital Partners II, L.P.
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VHCP Co-Investment Holdings II, LLC
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By:
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VHCP Management II, LLC,
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By:
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VHCP Management II, LLC,
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its General Partner
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its Manager
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By:
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/s/ David L. Stepp
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By:
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/s/ David L. Stepp
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Name:
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David L. Stepp
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Name:
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David L. Stepp
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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VHCP Management II, LLC
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By:
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/s/ David L. Stepp
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Name:
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David L. Stepp
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Title:
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Authorized Signatory
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/s/ David L. Stepp, as attorney-in-fact
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Bong Koh
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/s/ David L. Stepp, as attorney-in-fact
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Nimish Shah
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11
EXHIBIT B
POWER OF ATTORNEY FOR BONG KOH
KNOW ALL BY THESE PRESENTS
, that the undersigned hereby constitutes and appoints each of Lisa Harris, Sherman G. Souther, Jr. and David L. Stepp, signing individually, the undersigned’s true and lawful attorney-in fact and agent to:
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(i)
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prepare, execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and
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(ii)
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take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
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The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact shall no longer be employed by Venrock.
IN WITNESS WHEREOF
, the undersigned has cause this Power of Attorney to be executed as of this 26th day of January, 2015.
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EXHIBIT C
POWER OF ATTORNEY FOR NIMISH SHAH
KNOW ALL BY THESE PRESENTS
, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris, signing individually, the undersigned’s true and lawful attorney-in fact and agent to:
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(i)
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prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and
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(ii)
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take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
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The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.
This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).
IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 13
th
day of February, 2017.
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