Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 5:40PM
Edgar (US Regulatory)
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
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|
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
|
|
Tarsus
Pharmaceuticals, Inc.
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(Name
of Issuer)
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|
Common
stock, par value $0.0001 per share
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(Title
of Class of Securities)
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|
87650L103
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(CUSIP
Number)
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|
December
31, 2021
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(Date
of Event which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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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 on 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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CUSIP No. 87650L103
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1
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NAMES OF REPORTING PERSONS
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Vivo Capital IX, 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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(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
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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
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2,987,331 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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2,987,331 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,987,331 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.4% (2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The shares of common stock, par value $0.0001 per share (the “Common
Stock”) of Tarsus Pharmaceuticals, Inc. (the “Issuer”) are held of record by Vivo Capital Fund IX, L.P. Vivo Capital
IX, LLC is the general partner of Vivo Capital Fund IX, L.P.
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(2)
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Based on 20,676,922 shares of Common Stock of the Issuer as of
November 4, 2021, as disclosed on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities
and Exchange Commission on November 10, 2021.
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Item
1. (a)
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Name
of Issuer:
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Tarsus
Pharmaceuticals, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices:
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15440
Laguna Canyon Road, Suite 160
Irvine,
California 92618
Item
2. (a)
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Name
of Person Filing:
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Vivo
Capital IX, LLC
(b)
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Address
of Principal Business Office or, if None, Residence:
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192
Lytton Avenue, Palo Alto, CA 94301
Vivo
Capital IX, LLC is a Delaware limited liability company.
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(d)
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Title
of Class of Securities:
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Common
stock, par value $0.0001 per share
87650L103
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Item 3.
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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:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act.
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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☐
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d-1(b)(l)(ii)(K).
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If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1(ii)(j),
please specify the type of institution: ________________
Not
Applicable.
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(a)
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Amount beneficially
owned:
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The
2,987,331 shares of Common Stock are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo
Capital Fund IX, L.P. The voting members of Vivo Capital IX, LLC are Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra Shah, Jack
Nielsen and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims
beneficial ownership of such shares.
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(b)
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Percent
of class: 14.4%
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(c)
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Number of shares
as to which such person has:
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(i)
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Sole
power to vote or to direct the vote: 2,987,331
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of: 2,987,331
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(iv)
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Shared power to dispose of or to direct the disposition of: 0
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Item 5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not
Applicable.
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Item 8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group.
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Not
applicable.
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 §240.14a11.
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.
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Vivo
Capital IX, LLC
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February
11, 2022
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(Date)
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/s/
Frank Kung
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(Signature)
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Managing
Member
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(Title)
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5
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