Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 4:34PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Bellerophon
Therapeutics, Inc.
(Name of Issuer)
Common
Stock, $0.01 par value
(Title of Class of Securities)
078771102
(CUSIP Number)
December
31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 078771102
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1.
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Name of Reporting Persons
Venrock Associates IV, 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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o
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(b)
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x(1)
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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
962,415 (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
962,415 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
1.4% (4)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
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(2)
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Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
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(3)
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The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by
the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
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(4)
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This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.
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CUSIP No. 078771102
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1.
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Name of Reporting Persons
Venrock Partners, 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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o
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(b)
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x(1)
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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
962,415 (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
962,415 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
1.4% (4)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
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(2)
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Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
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(3)
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The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by
the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
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(4)
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This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.
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CUSIP No. 078771102
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1.
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Name of Reporting Persons
Venrock Entrepreneurs Fund IV, 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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o
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(b)
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x(1)
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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
962,415 (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
962,415 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
1.4% (4)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
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(2)
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Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
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(3)
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The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by
the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
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(4)
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This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.
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CUSIP No. 078771102
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1.
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Name of Reporting Persons
Venrock Management IV, 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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o
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(b)
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x(1)
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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.
|
Sole Voting Power
0
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|
6.
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Shared Voting Power
962,415 (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
962,415 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
1.4% (4)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
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(2)
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Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
|
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(3)
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The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by
the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
|
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(4)
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This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.
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CUSIP No. 078771102
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1.
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Name of Reporting Persons
Venrock Partners Management, 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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o
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(b)
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x(1)
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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:
|
5.
|
Sole Voting Power
0
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|
6.
|
Shared Voting Power
962,415 (2)
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7.
|
Sole Dispositive Power
0
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|
8.
|
Shared Dispositive Power
962,415 (2)
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|
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
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|
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
|
|
|
11.
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Percent of Class Represented by Amount in Row (9)
1.4% (4)
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12.
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Type of Reporting Person (See Instructions)
OO
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|
|
|
|
|
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(1)
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This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
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(2)
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Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
|
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(3)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by
the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
|
|
(4)
|
This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.
|
CUSIP No. 078771102
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1.
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Name of Reporting Persons
VEF Management IV, 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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o
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(b)
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x(1)
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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:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
962,415 (2)
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7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
962,415 (2)
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|
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
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|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
|
|
|
11.
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Percent of Class Represented by Amount in Row (9)
1.4% (4)
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|
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12.
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Type of Reporting Person (See Instructions)
OO
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|
|
|
|
|
|
|
|
(1)
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This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
|
|
(3)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by
the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
|
|
(4)
|
This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.
|
CUSIP No. 078771102
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|
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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.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x(1)
|
|
|
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
3,553,583 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,553,583 (2)(3)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99% (5)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
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|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately
exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying
immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held
by VHCP Co-3.
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|
(3)
|
The VHCP Entities beneficially own an aggregate of 2,510,541
shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant
to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase
1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial
ownership limitation pursuant to which the holder is prohibited from exercising these
warrants to the extent that the holder (together with its affiliates and any other person
acting as a group together with the holder or any of the holder’s affiliates) would
beneficially own more than 4.99% of the number of shares of the Issuer’s common
stock outstanding immediately after giving effect to the issuance of shares pursuant
to the warrant exercise, subject to specified conditions and exceptions. The 2,510,541
shares underlying immediately exercisable warrants reflects the number of shares that
may be issued under these warrants that would result in the VHCP Entities having beneficial
ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim
status as a “group” for purposes of this Schedule 13G/A. However, if
the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,”
then the aggregate number of shares of common stock underlying immediately exercisable
warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities
would be 3.6%.
|
|
(4)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV
Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
|
|
(5)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
CUSIP No. 078771102
|
|
|
1.
|
Name of Reporting Persons
VHCP Co-Investment Holdings II, LLC
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x(1)
|
|
|
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
3,553,583 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,553,583 (2)(3)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99% (5)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately
exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying
immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held
by VHCP Co-3.
|
|
(3)
|
The VHCP Entities beneficially own an aggregate of 2,510,541
shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant
to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase
1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial
ownership limitation pursuant to which the holder is prohibited from exercising these
warrants to the extent that the holder (together with its affiliates and any other person
acting as a group together with the holder or any of the holder’s affiliates) would
beneficially own more than 4.99% of the number of shares of the Issuer’s common
stock outstanding immediately after giving effect to the issuance of shares pursuant
to the warrant exercise, subject to specified conditions and exceptions. The 2,510,541
shares underlying immediately exercisable warrants reflects the number of shares that
may be issued under these warrants that would result in the VHCP Entities having beneficial
ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim
status as a “group” for purposes of this Schedule 13G/A. However, if
the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,”
then the aggregate number of shares of common stock underlying immediately exercisable
warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities
would be 3.6%.
|
|
(4)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV
Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
|
|
(5)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
CUSIP No. 078771102
|
|
|
1.
|
Name of Reporting Persons
VHCP Management II, LLC
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x(1)
|
|
|
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
3,553,583 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,553,583 (2)(3)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99% (5)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately
exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying
immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held
by VHCP Co-3.
|
|
(3)
|
The VHCP Entities beneficially own an aggregate of 2,510,541
shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant
to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase
1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial
ownership limitation pursuant to which the holder is prohibited from exercising these
warrants to the extent that the holder (together with its affiliates and any other person
acting as a group together with the holder or any of the holder’s affiliates) would
beneficially own more than 4.99% of the number of shares of the Issuer’s common
stock outstanding immediately after giving effect to the issuance of shares pursuant
to the warrant exercise, subject to specified conditions and exceptions. The 2,510,541
shares underlying immediately exercisable warrants reflects the number of shares that
may be issued under these warrants that would result in the VHCP Entities having beneficial
ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim
status as a “group” for purposes of this Schedule 13G/A. However, if
the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,”
then the aggregate number of shares of common stock underlying immediately exercisable
warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities
would be 3.6%.
|
|
(4)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV
Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
|
|
(5)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
CUSIP No. 078771102
|
|
|
1.
|
Name of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x(1)
|
|
|
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
3,553,583 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,553,583 (2)(3)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99% (5)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately
exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying
immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held
by VHCP Co-3.
|
|
(3)
|
The VHCP Entities beneficially own an aggregate of 2,510,541
shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant
to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase
1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial
ownership limitation pursuant to which the holder is prohibited from exercising these
warrants to the extent that the holder (together with its affiliates and any other person
acting as a group together with the holder or any of the holder’s affiliates) would
beneficially own more than 4.99% of the number of shares of the Issuer’s common
stock outstanding immediately after giving effect to the issuance of shares pursuant
to the warrant exercise, subject to specified conditions and exceptions. The 2,510,541
shares underlying immediately exercisable warrants reflects the number of shares that
may be issued under these warrants that would result in the VHCP Entities having beneficial
ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim
status as a “group” for purposes of this Schedule 13G/A. However, if
the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,”
then the aggregate number of shares of common stock underlying immediately exercisable
warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities
would be 3.6%.
|
|
(4)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV
Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
|
|
(5)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
CUSIP No. 078771102
|
|
|
1.
|
Name of Reporting Persons
VHCP Co-Investment Holdings III, LLC
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x(1)
|
|
|
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
3,553,583 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,553,583 (2)(3)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99% (5)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately
exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying
immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held
by VHCP Co-3.
|
|
(3)
|
The VHCP Entities beneficially own an aggregate of 2,510,541
shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant
to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase
1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial
ownership limitation pursuant to which the holder is prohibited from exercising these
warrants to the extent that the holder (together with its affiliates and any other person
acting as a group together with the holder or any of the holder’s affiliates) would
beneficially own more than 4.99% of the number of shares of the Issuer’s common
stock outstanding immediately after giving effect to the issuance of shares pursuant
to the warrant exercise, subject to specified conditions and exceptions. The 2,510,541
shares underlying immediately exercisable warrants reflects the number of shares that
may be issued under these warrants that would result in the VHCP Entities having beneficial
ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim
status as a “group” for purposes of this Schedule 13G/A. However, if
the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,”
then the aggregate number of shares of common stock underlying immediately exercisable
warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities
would be 3.6%.
|
|
(4)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV
Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
|
|
(5)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
CUSIP No. 078771102
|
|
|
1.
|
Name of Reporting Persons
VHCP Management III, LLC
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x(1)
|
|
|
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
3,553,583 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,553,583 (2)(3)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99% (5)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately
exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying
immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held
by VHCP Co-3.
|
|
(3)
|
The VHCP Entities beneficially own an aggregate of 2,510,541
shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant
to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase
1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial
ownership limitation pursuant to which the holder is prohibited from exercising these
warrants to the extent that the holder (together with its affiliates and any other person
acting as a group together with the holder or any of the holder’s affiliates) would
beneficially own more than 4.99% of the number of shares of the Issuer’s common
stock outstanding immediately after giving effect to the issuance of shares pursuant
to the warrant exercise, subject to specified conditions and exceptions. The 2,510,541
shares underlying immediately exercisable warrants reflects the number of shares that
may be issued under these warrants that would result in the VHCP Entities having beneficial
ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim
status as a “group” for purposes of this Schedule 13G/A. However, if
the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,”
then the aggregate number of shares of common stock underlying immediately exercisable
warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities
would be 3.6%.
|
|
(4)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV
Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
|
|
(5)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
CUSIP No. 078771102
|
|
|
1.
|
Name of Reporting Persons
Shah, Nimish
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x(1)
|
|
|
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
3,553,583 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,553,583 (2)(3)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99% (5)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately
exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying
immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held
by VHCP Co-3.
|
|
(3)
|
The VHCP Entities beneficially own an aggregate of 2,510,541
shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant
to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase
1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial
ownership limitation pursuant to which the holder is prohibited from exercising these
warrants to the extent that the holder (together with its affiliates and any other person
acting as a group together with the holder or any of the holder’s affiliates) would
beneficially own more than 4.99% of the number of shares of the Issuer’s common
stock outstanding immediately after giving effect to the issuance of shares pursuant
to the warrant exercise, subject to specified conditions and exceptions. The 2,510,541
shares underlying immediately exercisable warrants reflects the number of shares that
may be issued under these warrants that would result in the VHCP Entities having beneficial
ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim
status as a “group” for purposes of this Schedule 13G/A. However, if
the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,”
then the aggregate number of shares of common stock underlying immediately exercisable
warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities
would be 3.6%.
|
|
(4)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV
Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
|
|
(5)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
CUSIP No. 078771102
|
|
|
1.
|
Name of Reporting Persons
Koh, Bong
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x(1)
|
|
|
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
3,553,583 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,553,583 (2)(3)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99% (5)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”),
Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management,
LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock
IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II,
LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”),
VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”)
and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP
Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.”
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately
exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying
immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held
by VHCP Co-3.
|
|
(3)
|
The VHCP Entities beneficially own an aggregate of 2,510,541
shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant
to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase
1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial
ownership limitation pursuant to which the holder is prohibited from exercising these
warrants to the extent that the holder (together with its affiliates and any other person
acting as a group together with the holder or any of the holder’s affiliates) would
beneficially own more than 4.99% of the number of shares of the Issuer’s common
stock outstanding immediately after giving effect to the issuance of shares pursuant
to the warrant exercise, subject to specified conditions and exceptions. The 2,510,541
shares underlying immediately exercisable warrants reflects the number of shares that
may be issued under these warrants that would result in the VHCP Entities having beneficial
ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim
status as a “group” for purposes of this Schedule 13G/A. However, if
the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,”
then the aggregate number of shares of common stock underlying immediately exercisable
warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities
would be 3.6%.
|
|
(4)
|
The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV
Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
|
|
(5)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
Introductory Note: This Schedule 13G/A is filed on behalf
of the following entities and individuals in respect of shares of common stock of Bellerophon Therapeutics, Inc.:
|
·
|
Venrock Associates IV, L.P., a limited partnership organized under
the laws of the State of Delaware (“VA4”);
|
|
·
|
Venrock Partners, L.P., a limited partnership organized under the
laws of the State of Delaware (“VP”);
|
|
·
|
Venrock Entrepreneurs Fund IV, L.P., a limited partnership organized
under the laws of the State of Delaware (“VEF4”);
|
|
·
|
Venrock Management IV, LLC, a limited liability company organized
under the laws of the State of Delaware (“VM4”), the general partner of VA4;
|
|
·
|
Venrock Partners Management, LLC, a limited liability company organized
under the laws of the State of Delaware (“VPM”), the general partner of VP;
|
|
·
|
VEF Management IV, LLC, a limited liability company organized under
the laws of the State of Delaware (“VEFM”), the general partner of VEF4;
|
|
·
|
Venrock Healthcare Partners II, L.P., a limited partnership organized
under the laws of the State of Delaware (“VHCP2”);
|
|
·
|
VHCP Co-Investment Holdings II, LLC, a limited liability company organized
under the laws of the State of Delaware (“VHCP Co-2”);
|
|
·
|
VHCP Management II, LLC, a limited liability company organized under
the laws of the State of Delaware (“VHCPM2”), the general partner of VHCP2 and the manager of VHCP Co-2;
|
|
·
|
Venrock Healthcare Partners III, L.P., a limited partnership organized
under the laws of the State of Delaware (“VHCP3”);
|
|
·
|
VHCP Co-Investment Holdings III, LLC, a limited liability company
organized under the laws of the State of Delaware (“VHCP Co-3”);
|
|
·
|
VHCP Management III, LLC, a limited liability company organized under
the laws of the State of Delaware (“VHCPM3”), the general partner of VHCP3 and the manager of VHCP Co-3;
|
|
·
|
Nimish Shah, a voting member of VHCPM2 and VHCPM3; and
|
|
·
|
Bong Koh, a voting member of VHCPM2 and VHCPM3.
|
Item 1.
|
|
(a)
|
Name of Issuer
Bellerophon Therapeutics, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
184 Liberty Corner Road, Suite 302
Warren, NJ 07059
|
|
Item 2.
|
|
(a)
|
Name of Person Filing
Venrock Associates IV, L.P.
Venrock Partners, L.P.
Venrock Entrepreneurs Fund IV, L.P.
Venrock Management IV, LLC
Venrock Partners Management, LLC
VEF Management IV, LLC
Venrock Healthcare Capital Partners II, L.P.
VHCP Co-Investment Holdings II, LLC
VHCP Management II, LLC
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
VHCP Management III, LLC
Nimish Shah
Bong Koh
|
CUSIP No. 078771102
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
|
|
New York Office:
|
Palo Alto Office:
|
|
|
|
|
7 Bryant Park
|
3340 Hillview Avenue
|
|
|
|
|
23rd Floor
|
Palo Alto, CA 94304
|
|
|
|
|
New York, NY 10018
|
|
|
|
|
(c)
|
Citizenship
Each of the entities was organized in Delaware. Bong Koh and Nimish Shah are both United States citizens.
|
|
(d)
|
Title of Class of Securities
Common Stock, $0.01 par value
|
|
(e)
|
CUSIP Number
078771102
|
|
|
|
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.
|
|
|
Item 4.
|
Ownership
|
|
(a)
|
Amount beneficially owned as of December 31, 2019:
|
Venrock Associates IV, L.P.
|
|
|
962,415
|
(1)
|
Venrock Partners, L.P.
|
|
|
962,415
|
(1)
|
Venrock Entrepreneurs Fund IV, L.P.
|
|
|
962,415
|
(1)
|
Venrock Management IV, LLC
|
|
|
962,415
|
(1)
|
Venrock Partners Management, LLC
|
|
|
962,415
|
(1)
|
VEF Management IV, LLC
|
|
|
962,415
|
(1)
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
3,553,583
|
(2)
|
VHCP Co-Investment Holdings II, LLC
|
|
|
3,553,583
|
(2)
|
VHCP Management II, LLC
|
|
|
3,553,583
|
(2)
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
3,553,583
|
(2)
|
VHCP Co-Investment Holdings III, LLC
|
|
|
3,553,583
|
(2)
|
VHCP Management III, LLC
|
|
|
3,553,583
|
(2)
|
Nimish Shah
|
|
|
3,553,583
|
(2)
|
Bong Koh
|
|
|
3,553,583
|
(2)
|
CUSIP No. 078771102
|
|
|
(b)
|
Percent of class as of December 31, 2019:
|
Venrock Associates IV, L.P.
|
|
|
1.4
|
%(3)
|
Venrock Partners, L.P.
|
|
|
1.4
|
%(3)
|
Venrock Entrepreneurs Fund IV, L.P.
|
|
|
1.4
|
%(3)
|
Venrock Management IV, LLC
|
|
|
1.4
|
%(3)
|
Venrock Partners Management, LLC
|
|
|
1.4
|
%(3)
|
VEF Management IV, LLC
|
|
|
1.4
|
%(3)
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
4.99
|
%(4)
|
VHCP Co-Investment Holdings II, LLC
|
|
|
4.99
|
%(4)
|
VHCP Management II, LLC
|
|
|
4.99
|
%(4)
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
4.99
|
%(4)
|
VHCP Co-Investment Holdings III, LLC
|
|
|
4.99
|
%(4)
|
VHCP Management III, LLC
|
|
|
4.99
|
%(4)
|
Nimish Shah
|
|
|
4.99
|
%(4)
|
Bong Koh
|
|
|
4.99
|
%(4)
|
|
(c)
|
Number of shares as to which the person has, as of December 31, 2019:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
Venrock Associates IV, L.P.
|
|
|
0
|
|
Venrock Partners, L.P.
|
|
|
0
|
|
Venrock Entrepreneurs Fund IV, L.P.
|
|
|
0
|
|
Venrock Management IV, LLC
|
|
|
0
|
|
Venrock Partners Management, LLC
|
|
|
0
|
|
VEF Management IV, LLC
|
|
|
0
|
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
0
|
|
VHCP Co-Investment Holdings II, LLC
|
|
|
0
|
|
VHCP Management II, LLC
|
|
|
0
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
0
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
0
|
|
VHCP Management III, LLC
|
|
|
0
|
|
Nimish Shah
|
|
|
0
|
|
Bong Koh
|
|
|
0
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
Venrock Associates IV, L.P.
|
|
|
962,415
|
(1)
|
Venrock Partners, L.P.
|
|
|
962,415
|
(1)
|
Venrock Entrepreneurs Fund IV, L.P.
|
|
|
962,415
|
(1)
|
Venrock Management IV, LLC
|
|
|
962,415
|
(1)
|
Venrock Partners Management, LLC
|
|
|
962,415
|
(1)
|
VEF Management IV, LLC
|
|
|
962,415
|
(1)
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
3,553,583
|
(2)
|
VHCP Co-Investment Holdings II, LLC
|
|
|
3,553,583
|
(2)
|
VHCP Management II, LLC
|
|
|
3,553,583
|
(2)
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
3,553,583
|
(2)
|
VHCP Co-Investment Holdings III, LLC
|
|
|
3,553,583
|
(2)
|
VHCP Management III, LLC
|
|
|
3,553,583
|
(2)
|
Nimish Shah
|
|
|
3,553,583
|
(2)
|
Bong Koh
|
|
|
3,553,583
|
(2)
|
CUSIP No. 078771102
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
Venrock Associates IV, L.P.
|
|
|
0
|
|
Venrock Partners, L.P.
|
|
|
0
|
|
Venrock Entrepreneurs Fund IV, L.P.
|
|
|
0
|
|
Venrock Management IV, LLC
|
|
|
0
|
|
Venrock Partners Management, LLC
|
|
|
0
|
|
VEF Management IV, LLC
|
|
|
0
|
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
0
|
|
VHCP Co-Investment Holdings II, LLC
|
|
|
0
|
|
VHCP Management II, LLC
|
|
|
0
|
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
0
|
|
VHCP Co-Investment Holdings III, LLC
|
|
|
0
|
|
VHCP Management III, LLC
|
|
|
0
|
|
Nimish Shah
|
|
|
0
|
|
Bong Koh
|
|
|
0
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
Venrock Associates IV, L.P.
|
|
|
962,415
|
(1)
|
Venrock Partners, L.P.
|
|
|
962,415
|
(1)
|
Venrock Entrepreneurs Fund IV, L.P.
|
|
|
962,415
|
(1)
|
Venrock Management IV, LLC
|
|
|
962,415
|
(1)
|
Venrock Partners Management, LLC
|
|
|
962,415
|
(1)
|
VEF Management IV, LLC
|
|
|
962,415
|
(1)
|
Venrock Healthcare Capital Partners II, L.P.
|
|
|
3,553,583
|
(2)
|
VHCP Co-Investment Holdings II, LLC
|
|
|
3,553,583
|
(2)
|
VHCP Management II, LLC
|
|
|
3,553,583
|
(2)
|
Venrock Healthcare Capital Partners III, L.P.
|
|
|
3,553,583
|
(2)
|
VHCP Co-Investment Holdings III, LLC
|
|
|
3,553,583
|
(2)
|
VHCP Management III, LLC
|
|
|
3,553,583
|
(2)
|
Nimish Shah
|
|
|
3,553,583
|
(2)
|
Bong Koh
|
|
|
3,553,583
|
(2)
|
|
(1)
|
Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
|
|
(2)
|
Consists of (i) 2,255,311 shares of common stock beneficially
owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants;
(ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195
shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock
held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3. The VHCP Entities
beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable
warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common
stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held
by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant
to which the holder is prohibited from exercising these warrants to the extent that the
holder (together with its affiliates and any other person acting as a group together
with the holder or any of the holder’s affiliates) would beneficially own more
than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately
after giving effect to the issuance of shares pursuant to the warrant exercise, subject
to specified conditions and exceptions. The 2,510,541 shares underlying immediately
exercisable warrants reflects the number of shares that may be issued under these warrants
that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock
IV Entities and the VHCP Entities expressly disclaim status as a “group”
for purposes of this Schedule 13G/A. However, if the Venrock IV Entities and the
VHCP Entities would be deemed to be a “group,” then the aggregate number
of shares of common stock underlying immediately exercisable warrants would be 1,497,579,
and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
|
|
(3)
|
This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.
|
|
(4)
|
This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported
in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii)
2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.
|
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. x
|
|
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
|
CUSIP No. 078771102
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
|
Not Applicable
|
|
Item 9.
|
Notice of Dissolution of a Group
|
|
Not Applicable
|
CUSIP No. 078771102
|
|
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, other than activities solely in connection with a nomination under § 240.14a-11.
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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 14, 2020
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Venrock
Associates IV, L.P.
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By:
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Venrock
Management IV, LLC
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its
General Partner
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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Venrock
Partners, L.P.
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By:
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Venrock
Partners Management, LLC
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its
General Partner
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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Venrock
Entrepreneurs Fund IV, L.P.
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By:
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VEF
Management IV, LLC
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its
General Partner
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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Venrock
Management IV, LLC
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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Venrock
Partners Management, LLC
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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VEF
Management IV, LLC
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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Venrock
Healthcare Capital Partners II, L.P.
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By:
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VHCP
Management II, LLC,
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its
General Partner
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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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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its
Manager
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
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:
David L. Stepp
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Title:
Authorized Signatory
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Venrock
Healthcare Capital Partners III, L.P.
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By:
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VHCP
Management III, LLC,
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its
General Partner
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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VHCP
Co-Investment Holdings III, LLC
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By:
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VHCP
Management III, LLC,
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its
Manager
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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VHCP
Management III, LLC
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By:
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/s/
David L. Stepp
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Name:
David L. Stepp
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Title:
Authorized Signatory
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/s/
David L. Stepp, as attorney-in-fact
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Nimish
Shah
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/s/
David L. Stepp, as attorney-in-fact
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Bong
Koh
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EXHIBITS
A:
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Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2019)
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B:
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Power of Attorney for Bong Koh (incorporated by reference to Exhibit B to the Schedule 13G filed with the Securities and Exchange Commission on October 10, 2017)
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C:
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Power of Attorney for Nimish Shah (incorporated by reference to Exhibit C to the Schedule 13G filed with the Securities and Exchange Commission on October 10, 2017)
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