Amended Statement of Ownership (sc 13g/a)
February 13 2020 - 6:08AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 2)
Sierra
Oncology, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
82640U404
(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:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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(1)
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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.
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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).
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1
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Biopharma Opportunities I, L.P. (“Biopharma I”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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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
125,511 shares; except that (i) New Leaf BPO Associates I, L.P. (“BPO
Associates”), the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) New Leaf Venture Management III, L.L.C. (“NLV Management III”), the sole general partner of BPO Associates and ultimate
general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Ronald Hunt (“Hunt”) and Vijay Lathi (“Lathi”), the managers of NLV Management III, may be deemed to have shared power to
vote such shares.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
125,511 shares; except that (i) BPO Associates, the sole general partner of Biopharma
I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii)
each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to dispose of such shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,511
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.2%
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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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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf BPO Associates I, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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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
125,511 shares, all of which are owned by BioPharma I; except that (i) BPO Associates,
the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote
such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to vote such shares.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
125,511 shares, all of which are owned by BioPharma I; except that (i) BPO Associates,
the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to
dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to dispose of such shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,511
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.2%
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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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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Venture Management III, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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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
125,511 shares, all of which are owned by BioPharma I; except that (i) BPO Associates,
the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote
such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to vote such shares.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
125,511 shares, all of which are owned by BioPharma I; except that (i) BPO Associates,
the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to
dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to dispose of such shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,511
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.2%
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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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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Ventures IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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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
661,903 shares, of which 284,100 shares are Common Stock, 284,062 shares represent
Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series B Warrants, exercisable within 60 days of the date hereof, all
of such securities are owned by New Leaf Ventures IV, L.P. (“NLV IV”); except that (i) New Leaf Venture Associates IV, L.P. (“NLV Associates IV”), as the sole general partner of NLV IV, may be deemed to have sole power to vote
such shares; (ii) New Leaf Venture Management IV, L.L.C (“NLV Management IV”), the sole general partner of NLV Associates IV and ultimate general partner of NLV IV, may be deemed to have sole power to vote such shares; and (iii) each of
Hunt and Lathi, the managers of NLV Management IV, may be deemed to have shared power to vote such shares.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
661,903 shares, of which 284,100 shares are Common Stock, 284,062 shares represent
Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series B Warrants, exercisable within 60 days of the date hereof, all
of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to dispose of such shares; (ii) NLV Management IV, the sole general partner of NLV Associates IV and
ultimate general partner of NLV IV, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to have shared power to dispose of such shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,903
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10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.1%
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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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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Venture 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)
(a) ☐ (b) ☒
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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
661,903 shares, of which 284,100 shares are Common Stock, 284,062 shares represent
Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series B Warrants, exercisable within 60 days of the date hereof, all
of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to vote such shares; (ii) NLV Management IV, the sole general partner of NLV Associates IV and
ultimate general partner of NLV IV, may be deemed to have sole power to vote such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to have shared power to vote such shares.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
661,903 shares, of which 284,100 shares are Common Stock, 284,062 shares represent
Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series B Warrants, exercisable within 60 days of the date hereof, all
of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to dispose of such shares; (ii) NLV Management IV, the sole general partner of NLV Associates IV and
ultimate general partner of NLV IV, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to have shared power to dispose of such shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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|
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|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,903
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|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.1%
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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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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Venture Management IV, L.L.C
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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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
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
661,903 shares, of which 284,100 shares are Common Stock, 284,062 shares represent
Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series B Warrants, exercisable within 60 days of the date hereof, all
of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to vote such shares; (ii) NLV Management IV, the sole general partner of NLV Associates IV and
ultimate general partner of NLV IV, may be deemed to have sole power to vote such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to have shared power to vote such shares.
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|
6
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SHARED VOTING POWER
See response to row 5.
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
661,903 shares, of which 284,100 shares are Common Stock, 284,062 shares represent
Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series B Warrants, exercisable within 60 days of the date hereof, all
of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to dispose of such shares; (ii) NLV Management IV, the sole general partner of NLV Associates IV and
ultimate general partner of NLV IV, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to have shared power to dispose of such shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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|
|
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9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,903
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.1%
|
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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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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vijay Lathi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
|
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4
|
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
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|
|
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|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
See response to row 6.
|
|
|
6
|
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SHARED VOTING POWER
787,414 shares, consisting of (A) 125,511 shares of Common Stock which are owned by
BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of Biopharma
I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to vote such shares and (B) 661,941 shares owned by NLV IV, of which 284,100 shares are
Common Stock, 284,062 shares represent Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series B Warrants, exercisable
within 60 days of the date hereof, all of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to vote such shares; (ii) NLV Management IV, the sole general
partner of NLV Associates IV and ultimate general partner of NLV IV, may be deemed to have sole power to vote such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to have shared power to vote such
shares.
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|
|
7
|
|
SOLE DISPOSITIVE POWER
See response to row 8.
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
787,414 shares, consisting of (A) 125,511 shares of Common Stock which are owned by
BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of
Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to dispose of such shares and (B) 661,941 shares owned by NLV IV, of
which 284,100 shares are Common Stock, 284,062 shares represent Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series
B Warrants, exercisable within 60 days of the date hereof, all of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to dispose of such shares; (ii) NLV
Management IV, the sole general partner of NLV Associates IV and ultimate general partner of NLV IV, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to
have shared power to dispose of such shares.
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
787,414
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3%
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald Hunt
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
citizen
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
See response to row 6.
|
|
|
6
|
|
SHARED VOTING POWER
787,414 shares, consisting of (A) 125,511 shares of Common Stock which are owned by
BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of Biopharma
I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to vote such shares and (B) 661,941 shares owned by NLV IV, of which 284,100 shares are
Common Stock, 284,062 shares represent Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series B Warrants, exercisable
within 60 days of the date hereof, all of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to vote such shares; (ii) NLV Management IV, the sole general
partner of NLV Associates IV and ultimate general partner of NLV IV, may be deemed to have sole power to vote such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to have shared power to vote such
shares.
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
See response to row 8.
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
787,414 shares, consisting of (A) 125,511 shares of Common Stock which are owned by
BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management III, the sole general partner of BPO Associates and ultimate general partner of
Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management III, may be deemed to have shared power to dispose of such shares and (B) 661,941 shares owned by NLV IV, of
which 284,100 shares are Common Stock, 284,062 shares represent Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares represent Common Stock issuable upon the exercise of Series
B Warrants, exercisable within 60 days of the date hereof, all of such securities are owned by NLV IV; except that (i) NLV Associates IV, as the sole general partner of NLV IV, may be deemed to have sole power to dispose of such shares; (ii) NLV
Management IV, the sole general partner of NLV Associates IV and ultimate general partner of NLV IV, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt and Lathi, the managers of NLV Management IV, may be deemed to
have shared power to dispose of such shares.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
787,414
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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Schedule 13G
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13G originally filed with the Securities and Exchange
Commission (the “SEC”) on February 14, 2018 and amended on February 13, 2019 (collectively, the “Original Schedule 13G”) by the Reporting Persons. The “Reporting Persons” are, collectively, New Leaf Biopharma
Opportunities I, L.P. (“Biopharma I”), New Leaf BPO Associates I, L.P. (“BPO Associates”), New Leaf Venture Management III, L.L.C. (“NLV Management III”), New Leaf Ventures IV, L.P. (“NLV IV”), New Leaf
Venture Associates IV, L.P. (“NLV Associates IV”), New Leaf Venture Management IV, L.L.C (“NLV Management IV”), Ronald Hunt (“Hunt”) and Vijay Lathi (“Lathi”). Only those items that are hereby reported are
amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment
No. 2 have the meanings ascribed to them in the Original Schedule 13G.
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Item 2(a).
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Name of Persons Filing.
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Liam Ratcliffe, a reporting person on the Original Schedule 13G, is no longer a member of NLV Management III, and accordingly, is no longer a Reporting Person.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence.
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The address of the principal business office of each Reporting Person (other than Lathi) is New Leaf Venture Partners, 420 Lexington Avenue, Suite 408, New
York, NY 10170.
The address of the principal business office of Lathi is New Leaf Venture Partners, 2730 Sand Hill Road, Suite 110, Menlo Park, CA 94025.
(a) Amount beneficially owned:
Biopharma I is
the record owner of the 125,511 shares of Common Stock (the “Biopharma Shares”). As the sole general partner of Biopharma I, BPO Associates may be deemed to own beneficially the Biopharma Shares. As the sole general partner of BPO
Associates and ultimate generate partner of Biopharma I, NLV Management III may be deemed to own beneficially the Biopharma Shares. As the individual managers of NLV Management III, each of the Managing Directors also may be deemed to own
beneficially the Biopharma Shares. NLV IV is the record owner of 284,100 shares are Common Stock, 284,062 shares of Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date hereof and 93,741 shares of
Common Stock issuable upon the exercise of Series B Warrants, exercisable within 60 days of the date hereof (collectively, the “NLV IV Securities”). As the sole general partner of NLV IV, NLV Associates IV may be deemed to own beneficially
the NLV IV Securities. As the sole general partner of NLV Associates IV and ultimate generate partner of NLV IV, NLV Management IV may be deemed to own beneficially the NLV IV Securities. As the individual managers of NLV Management IV, each of the
Managing Directors also may be deemed to own beneficially the NLV IV Securities. Each Reporting Person disclaims beneficial ownership of such securities except for the shares, if any, such Reporting Person holds of record or to the extent of their
pecuniary interest therein, if any.
(b) Percent of class:
See line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 10,395,732 shares of Common Stock
outstanding as of January 31, 2020 as disclosed to the Reporting Persons by the Issuer. Except that the cover sheets of NLV IV, NLV Associates IV, NLV Management IV, Hunt and Lathi are calculated based on 10,773,573 shares of Common Stock
outstanding, comprised of (i) 10,395,732 January 31, 2020 as disclosed to the Reporting Persons by the Issuer, plus (ii) 84,100 shares of Common Stock issuable upon the exercise of Series A Warrants, exercisable within 60 days of the date
hereof, plus (iii) 93,741 shares of Common Stock issuable upon the exercise of Series B Warrants, exercisable within 60 days of the date hereof.
(c) Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: see line 5 of cover sheets.
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(ii)
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Shared power to vote or to direct the vote: see line 6 of cover sheets.
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(iii)
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Sole power to dispose or to direct the disposition of: see line 7 of cover sheets.
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(iv)
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Shared power to dispose or to direct the disposition of: see line 8 of cover sheets.
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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.
Date: February 12, 2020
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NEW LEAF VENTURES IV, L.P.
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By:
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NLV ASSOCIATES IV, L.P.
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Its General Partner
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By:
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NEW LEAF VENTURE MANAGEMENT
IV,
L.L.C.
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Its General Partner
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By:
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/s/ Craig L. Slutzkin
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Craig L. Slutzkin
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Chief Financial Officer
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NLV ASSOCIATES IV, L.P.
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By:
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NEW LEAF VENTURE MANAGEMENT IV, L.L.C.
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Its General Partner
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By:
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/s/ Craig L. Slutzkin
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Craig L. Slutzkin
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Chief Financial Officer
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NEW LEAF VENTURE MANAGEMENT IV, L.L.C.
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By:
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/s/ Craig L. Slutzkin
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Craig L. Slutzkin
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Chief Financial Officer
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NEW LEAF BIOPHARMA OPPORTUNITIES I, L.P.
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By:
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NEW LEAF BPO ASSOCIATES I, L.P.
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Its General Partner
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By:
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NEW LEAF VENTURE MANAGEMENT
III,
L.L.C.
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Its General Partner
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By:
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/s/ Craig L. Slutzkin
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Craig L. Slutzkin
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Chief Financial Officer
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NEW LEAF BPO ASSOCIATES I, L.P.
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By:
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NEW LEAF VENTURE MANAGEMENT III, L.L.C.
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Its General Partner
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By:
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/s/ Craig L. Slutzkin
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Craig L. Slutzkin
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Chief Financial Officer
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NEW LEAF VENTURE MANAGEMENT III, L.L.C.
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By:
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/s/ Craig L. Slutzkin
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Craig L. Slutzkin
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Chief Financial Officer
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*
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Vijay Lathi
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*
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Ronald Hunt
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/s/ Craig L. Slutzkin
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* Craig L. Slutzkin
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As attorney-in-fact
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*
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This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to
Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.
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