1.
|
Names
of Reporting Persons
Rho Ventures VI, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (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 shares
|
6.
|
Shared
Voting Power
2,799,058
shares of Common Stock (2)
|
7.
|
Sole Dispositive
Power
0 shares
|
8.
|
Shared
Dispositive Power
2,799,058
shares of Common Stock (2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,799,058
shares of Common Stock (2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row 9
5.6%
(3)
|
12.
|
Type of
Reporting Person (see instructions)
PN
|
|
|
|
|
|
|
(1)
|
This
Amendment No. 4 to the statement on Schedule 13G is filed by Rho Ventures VI, L.P. (“RV
VI”), Rho Capital Partners LLC (“RCP”), RMV VI, L.L.C. (“RMV
VI”), Joshua Ruch (“Ruch”), Habib Kairouz (“Kairouz”) and
Mark Leschly (“Leschly,” together with RV VI, RCP, RMV VI, Ruch and Kairouz,
collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G.
|
|
(2)
|
2,799,058
shares are held by RV VI. RMV VI is the general partner of RV VI and RCP is the managing
member of RMV VI. As such, RMV VI and RCP possess power to direct the voting and disposition
of the shares owned by RV VI and may be deemed to have indirect beneficial ownership
of the shares held by RV VI. RMV VI and RCP hold no shares of the Issuer directly. Ruch,
Kairouz and Leschly are managing members of RCP and as such, Ruch, Kairouz and Leschly
possess power to direct the voting and disposition of the shares owned by RV VI and may
be deemed to have indirect beneficial ownership of the shares held by RV VI. Ruch, Kairouz
and Leschly hold no shares of the Issuer directly.
|
|
(3)
|
The
percentage set forth on the cover sheets is calculated based on 49,832,104 shares of
Common Stock reported to be outstanding as of November 5, 2020 as set forth in the Issuer’s
Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange
Commission (“SEC”) on November 9, 2020.
|
1.
|
Names
of Reporting Persons
RMV VI, L.L.C.
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (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 shares
|
6.
|
Shared
Voting Power
2,799,058
shares of Common Stock (2)
|
7.
|
Sole Dispositive
Power
0 shares
|
8.
|
Shared
Dispositive Power
2,799,058
shares of Common Stock (2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,799,058
shares of Common Stock (2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row 9
5.6%
(3)
|
12.
|
Type of
Reporting Person (see instructions)
OO
|
|
|
|
|
|
|
(1)
|
This
Amendment No. 4 to the statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of
this Schedule 13G.
|
|
(2)
|
2,799,058
shares are held by RV VI. RMV VI is the general partner of RV VI and RCP is the managing
member of RMV VI. As such, RMV VI and RCP possess power to direct the voting and disposition
of the shares owned by RV VI and may be deemed to have indirect beneficial ownership
of the shares held by RV VI. RMV VI and RCP hold no shares of the Issuer directly. Ruch,
Kairouz and Leschly are managing members of RCP and as such, Ruch, Kairouz and Leschly
possess power to direct the voting and disposition of the shares owned by RV VI and may
be deemed to have indirect beneficial ownership of the shares held by RV VI. Ruch, Kairouz
and Leschly hold no shares of the Issuer directly.
|
|
(3)
|
The
percentage set forth on the cover sheets is calculated based on 49,832,104 shares of
Common Stock reported to be outstanding as of November 5, 2020 as set forth in the Issuer’s
Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange
Commission (“SEC”) on November 9, 2020.
|
1.
|
Names
of Reporting Persons
Rho Capital Partners LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (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 shares
|
6.
|
Shared
Voting Power
2,799,058
shares of Common Stock (2)
|
7.
|
Sole Dispositive
Power
0 shares
|
8.
|
Shared
Dispositive Power
2,799,058
shares of Common Stock (2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,799,058
shares of Common Stock (2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row 9
5.6%
(3)
|
12.
|
Type of
Reporting Person (see instructions)
OO
|
|
|
|
|
|
|
(1)
|
This
Amendment No. 4 to the statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of
this Schedule 13G.
|
|
(2)
|
2,799,058
shares are held by RV VI. RMV VI is the general partner of RV VI and RCP is the managing
member of RMV VI. As such, RMV VI and RCP possess power to direct the voting and disposition
of the shares owned by RV VI and may be deemed to have indirect beneficial ownership
of the shares held by RV VI. RMV VI and RCP hold no shares of the Issuer directly. Ruch,
Kairouz and Leschly are managing members of RCP and as such, Ruch, Kairouz and Leschly
possess power to direct the voting and disposition of the shares owned by RV VI and may
be deemed to have indirect beneficial ownership of the shares held by RV VI. Ruch, Kairouz
and Leschly hold no shares of the Issuer directly.
|
|
(3)
|
The
percentage set forth on the cover sheets is calculated based on 49,832,104 shares of
Common Stock reported to be outstanding as of November 5, 2020 as set forth in the Issuer’s
Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange
Commission (“SEC”) on November 9, 2020.
|
1.
|
Names
of Reporting Persons
Joshua Ruch
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole Voting
Power
0 shares
|
6.
|
Shared
Voting Power
2,799,058
shares of Common Stock (2)
|
7.
|
Sole Dispositive
Power
0 shares
|
8.
|
Shared
Dispositive Power
2,799,058
shares of Common Stock (2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,799,058
shares of Common Stock (2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row 9
5.6%
(3)
|
12.
|
Type of
Reporting Person (see instructions)
IN
|
|
|
|
|
|
|
(1)
|
This
Amendment No. 4 to the statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of
this Schedule 13G.
|
|
(2)
|
2,799,058
shares are held by RV VI. RMV VI is the general partner of RV VI and RCP is the managing
member of RMV VI. As such, RMV VI and RCP possess power to direct the voting and disposition
of the shares owned by RV VI and may be deemed to have indirect beneficial ownership
of the shares held by RV VI. RMV VI and RCP hold no shares of the Issuer directly. Ruch,
Kairouz and Leschly are managing members of RCP and as such, Ruch, Kairouz and Leschly
possess power to direct the voting and disposition of the shares owned by RV VI and may
be deemed to have indirect beneficial ownership of the shares held by RV VI. Ruch, Kairouz
and Leschly hold no shares of the Issuer directly.
|
|
(3)
|
The
percentage set forth on the cover sheets is calculated based on 49,832,104 shares of
Common Stock reported to be outstanding as of November 5, 2020 as set forth in the Issuer’s
Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange
Commission (“SEC”) on November 9, 2020.
|
1.
|
Names
of Reporting Persons
Mark Leschly
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship
or Place of Organization
Kingdom
of Denmark
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole Voting
Power
0 shares
|
6.
|
Shared
Voting Power
2,799,058
shares of Common Stock (2)
|
7.
|
Sole Dispositive
Power
0 shares
|
8.
|
Shared
Dispositive Power
2,799,058
shares of Common Stock (2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,799,058
shares of Common Stock (2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row 9
5.6%
(3)
|
12.
|
Type of
Reporting Person (see instructions)
IN
|
|
|
|
|
|
|
(1)
|
This
Amendment No. 4 to the statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of
this Schedule 13G.
|
|
(2)
|
2,799,058
shares are held by RV VI. RMV VI is the general partner of RV VI and RCP is the managing
member of RMV VI. As such, RMV VI and RCP possess power to direct the voting and disposition
of the shares owned by RV VI and may be deemed to have indirect beneficial ownership
of the shares held by RV VI. RMV VI and RCP hold no shares of the Issuer directly. Ruch,
Kairouz and Leschly are managing members of RCP and as such, Ruch, Kairouz and Leschly
possess power to direct the voting and disposition of the shares owned by RV VI and may
be deemed to have indirect beneficial ownership of the shares held by RV VI. Ruch, Kairouz
and Leschly hold no shares of the Issuer directly.
|
|
(3)
|
The
percentage set forth on the cover sheets is calculated based on 49,832,104 shares of
Common Stock reported to be outstanding as of November 5, 2020 as set forth in the Issuer’s
Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange
Commission (“SEC”) on November 9, 2020.
|
1.
|
Names
of Reporting Persons
Habib Kairouz
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole Voting
Power
0 shares
|
6.
|
Shared
Voting Power
2,799,058
shares of Common Stock (2)
|
7.
|
Sole Dispositive
Power
0 shares
|
8.
|
Shared
Dispositive Power
2,799,058
shares of Common Stock (2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,799,058
shares of Common Stock (2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row 9
5.6%
(3)
|
12.
|
Type of
Reporting Person (see instructions)
IN
|
|
|
|
|
|
|
(1)
|
This
Amendment No. 4 to the statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of
this Schedule 13G.
|
|
(2)
|
2,799,058
shares are held by RV VI. RMV VI is the general partner of RV VI and RCP is the managing
member of RMV VI. As such, RMV VI and RCP possess power to direct the voting and disposition
of the shares owned by RV VI and may be deemed to have indirect beneficial ownership
of the shares held by RV VI. RMV VI and RCP hold no shares of the Issuer directly. Ruch,
Kairouz and Leschly are managing members of RCP and as such, Ruch, Kairouz and Leschly
possess power to direct the voting and disposition of the shares owned by RV VI and may
be deemed to have indirect beneficial ownership of the shares held by RV VI. Ruch, Kairouz
and Leschly hold no shares of the Issuer directly.
|
|
(3)
|
The
percentage set forth on the cover sheets is calculated based on 49,832,104 shares of
Common Stock reported to be outstanding as of November 5, 2020 as set forth in the Issuer’s
Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange
Commission (“SEC”) on November 9, 2020.
|
Introductory
Note: This Amendment No. 4 to Schedule 13G is filed by the Reporting Persons in respect of shares of Common Stock, par value $0.001
per share (“Common Stock”), of Cara Therapeutics, Inc. (the “Issuer”).
|
Item 1(a).
|
Name
of Issuer:
|
Cara
Therapeutics, Inc.
|
Item 1(b).
|
Address
of Issuer’s Principal Executive Officers:
|
Cara
Therapeutics, Inc., 1 Parrott Drive, Shelton, CT 06484
|
Item 2(a).
|
Name
of Person(s) Filing:
|
Rho
Ventures VI, L.P. (“RV VI”)
RMV
VI, L.L.C. (“RMV VI”)
Rho
Capital Partners LLC (“RCP”)
Joshua
Ruch (“Ruch”)
Mark
Leschly (“Leschly”)
Habib
Kairouz (“Kairouz”)
|
Item 2(b).
|
Address
of Principal Business Office:
|
Rho
Ventures, 152 W 57th Street, 23rd Floor, New York, New York 10019
RV
VI
|
Delaware
|
RMV
VI
|
Delaware
|
RCP
|
Delaware
|
Ruch
|
United
States of America
|
Leschly
|
Kingdom
of Denmark
|
Kairouz
|
United
States of America
|
|
Item 2(d).
|
Title
of Class of Securities:
|
Common
Stock, par value $0.001 per share.
140755109
|
Item 3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing is a:
|
Not
applicable.
|
Item 4(a).
|
Amount Beneficially Owned:
|
|
Item 4(b).
|
Percent of Class:
|
|
Item 4(c).
|
Number of shares as to which such persons have:
|
The
following information with respect to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 4 to
the statement on Schedule 13G is provided as of December 31, 2020:
Reporting
Persons
|
Shares
Held
Directly (1)
|
Sole
Voting
Power (1)
|
Shared
Voting
Power (1)
|
Sole
Dispositive
Power (1)
|
Shared
Dispositive
Power (1)
|
Beneficial
Ownership (1)
|
Percentage
of
Class (1, 3)
|
RV
VI
|
2,799,058
|
0
|
2,799,058
|
0
|
2,799,058
|
2,799,058
|
5.6%
|
RMV
VI (2)
|
0
|
0
|
2,799,058
|
0
|
2,799,058
|
2,799,058
|
5.6%
|
RCP
(2)
|
0
|
0
|
2,799,058
|
0
|
2,799,058
|
2,799,058
|
5.6%
|
Ruch
(2)
|
0
|
0
|
2,799,058
|
0
|
2,799,058
|
2,799,058
|
5.6%
|
Leschly
(2)
|
0
|
0
|
2,799,058
|
0
|
2,799,058
|
2,799,058
|
5.6%
|
Kairouz
(2)
|
0
|
0
|
2,799,058
|
0
|
2,799,058
|
2,799,058
|
5.6%
|
|
(1)
|
Represents
the number of shares of Common Stock currently underlying all Securities held by the
Reporting Persons.
|
|
(2)
|
RMV
VI is the general partner of RV VI and RCP is the managing member of RMV VI. As such,
RMV VI and RCP possess power to direct the voting and disposition of the shares owned
by RV VI and may be deemed to have indirect beneficial ownership of the shares held by
RV VI. RMV VI and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly
are managing members of RCP and as such, Ruch, Kairouz and Leschly possess power to direct
the voting and disposition of the shares owned by RV VI and may be deemed to have indirect
beneficial ownership of the shares held by RV VI. Ruch, Kairouz and Leschly hold no shares
of the Issuer directly.
|
|
(3)
|
The
percentage set forth above is calculated based on 49,832,104 shares of Common Stock reported
to be outstanding as of November 5, 2020 as set forth in the Issuer’s Form 10-Q
for the period ended September 30, 2020 as filed with the SEC on November 9, 2020.
|
|
Item 5.
|
Ownership
of Five Percent or Less of a Class:
|
No
applicable
|
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:
|
Not
applicable.
|
Item 8.
|
Identification
and Classification of Members of the Group:
|
Not
applicable.
|
Item 9.
|
Notice
of Dissolution of Group:
|
Not
applicable.
Not
applicable.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February
10, 2021
RHO
VENTURES VI, L.P.
By:
RMV VI, L.L.C.
Its:
General Partner
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer
RMV
VI, l.l.c.
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer
RHO
CAPITAL PARTNERS LLC
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer for Joshua Ruch
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer for Mark Leschly
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer for Habib Kairouz
Exhibit(s):
1: Joint Filing
Statement
2: Power of
Attorney
CUSIP No. 140755109
|
13G
|
Exhibit
1
|
AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement
containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of
the shares of Common Stock of Cara Therapeutics, Inc.
Dated: February
10, 2021
RHO
VENTURES VI, L.P.
By:
RMV VI, L.L.C.
Its:
General Partner
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer
RMV
VI, l.l.c.
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer
RHO
CAPITAL PARTNERS LLC
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer for Joshua Ruch
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer for Mark Leschly
/s/
Peter Kalkanis
Peter
Kalkanis, Authorized Signer for Habib Kairouz
CUSIP No. 140755109
|
13G
|
Exhibit
2
|
POWER
OF ATTORNEY
The undersigned
hereby constitutes and appoints Peter Kalkanis, with full power of substitution, as the undersigned's true and lawful attorney-in-fact
to:
(1) prepare,
execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute
for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cara Therapeutics, Inc. (the
"Company") and/or 5% or 10% holder of the Company's capital stock, Forms 3, 4, and 5 as well as any Section 13D or 13G
filings and any amendments thereto in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(3) do
and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5, 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with
the SEC and any stock exchange or similar authority; and
(4) take
any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, 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.
The undersigned
hereby grants to each 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 attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is
the Company assuming, any of the undersigned's responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act
of 1934.
This Power
of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, 13D or
13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS
WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of February, 2021.
RHO VENTURES VI,
L.P.
By: RMV V, L.L.C.,
its General Partner
By: Rho Capital
Partners LLC, its Managing Member
CUSIP No. 140755109
|
13G
|
Exhibit
2
|
By: /s/ Habib
Kairouz
Habib
Kairouz
Managing
Member
RMV VI, L.L.C.
By: Rho Capital
Partners LLC, its Managing Member
By: /s/ Habib
Kairouz
Habib
Kairouz
Managing
Member
RHO CAPITAL PARTNERS
LLC
By: /s/ Habib
Kairouz
Habib
Kairouz
Managing
Member
/s/ Habib Kairouz
Habib Kairouz
/s/ Joshua
Ruch
Joshua Ruch
/s/ Mark Leschly
Mark Leschly