SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Five Prime Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

33830X104

(CUSIP Number)

December 31, 2014

(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

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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. 33830X104

13G

 

 

1.

Names of Reporting Persons
Versant Venture Capital I, 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, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,009,433 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,009,433 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,009,433 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
4.7% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         VVI-LLC serves as the general partner of VVC- I and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, BNL and RBR are managing directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC-I; however, they disclaim beneficial ownership of the shares held by VVC-1 except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

2


 

CUSIP No. 33830X104

13G

 

 

1.

Names of Reporting Persons
Versant Side Fund I, 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, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
19,779 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
19,779 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
19,779 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         VVI-LLC serves as the general partner of VSF-I and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, BNL and RBR are managing directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VSF-I; however, they disclaim beneficial ownership of the shares held by VSF-1 except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

3


 

CUSIP No. 33830X104

13G

 

 

1.

Names of Reporting Persons
Versant Affiliates Fund I-A, 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, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
20,303 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
20,303 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,303 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         VVI-LLC serves as the general partner of VAF-I-A and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, BNL and RBR are managing directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VAF-I-A; however, they disclaim beneficial ownership of the shares held by VAF-1-A except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

4


 

CUSIP No. 33830X104

13G

 

 

1.

Names of Reporting Persons
Versant Affiliates Fund I-B, 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, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
42,637 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
42,637 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
42,637 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         VVI-LLC serves as the general partner of VAF-I-B and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, BNL and RBR are managing directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VAF-I-B; however, they disclaim beneficial ownership of the shares held by VAF-1-B except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

5


 

CUSIP No. 33830X104

13G

 

 

1.

Names of Reporting Persons
Versant Ventures I, 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, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,092,152 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,092,152 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,152 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         Includes: (i) 1,009,433 shares held by VVC-I; (ii) 19,779 shares held by VSF-1; (iii) 20,303 shares held by VAF-I-A; and (iv) 42,637 shares held by VAF-I-B.  VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, BNL and RBR are managing directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B; however, they disclaim beneficial ownership of the shares held by VVC-1, VSF-I, VAF-I-A and VAF-I-B except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

6


 

CUSIP No. 33830X104

13G

 

 

1.

Names of Reporting Persons
BRIAN G. ATWOOD

 

 

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 of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
12,195(2)

 

6.

Shared Voting Power
1,092,152 (3)

 

7.

Sole Dispositive Power
12,195 (2)

 

8.

Shared Dispositive Power
1,092,152 (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,104,347 (2)(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.1% (4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         Includes an option to purchase 12,195 shares held by BGA, which are exercisable within 60 days of December 31, 2014..

 

(3)         Includes: (i) 1,009,433 shares held by VVC-I; (ii) 19,779 shares held by VSF-1; (iii) 20,303 shares held by VAF-I-A; and (iv) 42,637 shares held by VAF-I-B.  VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B.  BGA is a managing director and/or member of VVI-LLC and shares voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B; ; however, he disclaims beneficial ownership of the shares held by VVC-I,  VSF-1. VAF-1-A and VAF-1-B except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(4)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

7


 

CUSIP No. 33830X104

13G

 

 

1.

Names of Reporting Persons
SAMUEL D. COLELLA

 

 

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 of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,092,152 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,092,152 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,152 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         Includes: (i) 1,009,433 shares held by VVC-I; (ii) 19,779 shares held by VSF-1; (iii) 20,303 shares held by VAF-I-A; and (iv) 42,637 shares held by VAF-I-B.  VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.  SDC is a managing director and/or member of VVI-LLC and shares voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B;   however, he disclaims beneficial ownership of the shares held by VVC-I,  VSF-1. VAF-1-A and VAF-1-B except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

8


 

CUSIP No. 33830X104

13G

 

 

 

1.

Names of Reporting Persons
ROSS A. JAFFE

 

 

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 of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,092,152 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,092,152 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,152 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         Includes: (i) 1,009,433 shares held by VVC-I; (ii) 19,779 shares held by VSF-1; (iii) 20,303 shares held by VAF-I-A; and (iv) 42,637 shares held by VAF-I-B.  VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.  RAJ is a managing director and/or member of VVI-LLC and shares voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B; however, he disclaims beneficial ownership of the shares held by VVC-I,  VSF-1. VAF-1-A and VAF-1-B except to the extent of his pecuniary interests therein  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

9


 

CUSIP No. 33830X104

13G

 

 

 

1.

Names of Reporting Persons
WILLIAM J. LINK, Ph.D.

 

 

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 of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,092,152 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,092,152 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,152 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         Includes: (i) 1,009,433 shares held by VVC-I; (ii) 19,779 shares held by VSF-1; (iii) 20,303 shares held by VAF-I-A; and (iv) 42,637 shares held by VAF-I-B.  VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.  WJL is a managing director and/or member of VVI-LLC and shares voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B; however, he disclaims beneficial ownership of the shares held by VVC-I,  VSF-1. VAF-1-A and VAF-1-B except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

10


 

CUSIP No. 33830X104

13G

 

 

 

1.

Names of Reporting Persons
DONALD B. MILDER

 

 

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 of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,092,152 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,092,152 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,152 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         Includes: (i) 1,009,433 shares held by VVC-I; (ii) 19,779 shares held by VSF-1; (iii) 20,303 shares held by VAF-I-A; and (iv) 42,637 shares held by VAF-I-B.  VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.  DBM is a managing director and/or member of VVI-LLC and shares voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B; however, he disclaims beneficial ownership of the shares held by VVC-I,  VSF-1. VAF-1-A and VAF-1-B except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

11


 

CUSIP No. 33830X104

13G

 

 

 

1.

Names of Reporting Persons
REBECCA B. ROBERTSON

 

 

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 of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,092,152 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,092,152 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,152 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         Includes: (i) 1,009,433 shares held by VVC-I; (ii) 19,779 shares held by VSF-1; (iii) 20,303 shares held by VAF-I-A; and (iv) 42,637 shares held by VAF-I-B.  VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.  RBR is a managing director and/or member of VVI-LLC and shares voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B; however, she disclaims beneficial ownership of the shares held by VVC-I,  VSF-1. VAF-1-A and VAF-1-B except to the extent of her pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

12


 

CUSIP No. 33830X104

13G

 

 

 

1.

Names of Reporting Persons
BARBARA N. LUBASH

 

 

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 of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,092,152 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,092,152 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,152 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)         This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”).  The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)         Includes: (i) 1,009,433 shares held by VVC-I; (ii) 19,779 shares held by VSF-1; (iii) 20,303 shares held by VAF-I-A; and (iv) 42,637 shares held by VAF-I-B.  VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.   BNL is a managing director and/or member of VVI-LLC and shares voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B; however,she disclaims beneficial ownership of the shares held by VVC-I,  VSF-1. VAF-1-A and VAF-1-B except to the extent of her pecuniary interests therein.  The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2014.

 

(3)         This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

13


 

Item 1(a).

 

Name of Issuer:
FIVE PRIME THERAPEUTICS, INC.

Item 1(b).

 

Address of Issuer’s Principal Executive Offices
Two Corporate Drive, South San Francisco, California 94080

 

Item 2(a).

 

Name of Person Filing:
Versant Venture Capital I, L.P. (“VVC-I”)

Versant Side Fund I, L.P. (“VSF-I”)

Versant Affiliates Fund I-A, L.P. (“VAF-I-A”)

Versant Affiliates Fund I-B, L.P. (“VAF-I-B”)

Versant Ventures I, LLC (“VVI-LLC”)

Brian G. Atwood (“BGA”)

Samuel D. Colella (“SDC”)

Ross A. Jaffe (“RAJ”)

William J. Link (“WJL”)

Donald B. Milder (“DBM”)

Rebecca B. Robertson (“RBR”)

Barbara N. Lubash (“BNL”)

Item 2(b).

 

Address of Principal Business Office or, if none, Residence:
Versant Venture Management, LLC

One Sansome Street, Suite 3630

San Francisco, CA  94104

Item 2(c).

 

Citizenship:

 

Entities:

 

VVC-I

 

-

 

Delaware, United States of America

 

 

VSF-1

 

-

 

Delaware, United States of America

 

 

VAF-1-A

 

-

 

Delaware, United States of America

 

 

VAF-1-B

 

-

 

Delaware, United States of America

 

 

VVI-LLC

 

-

 

Delaware, United States of America

 

 

 

 

 

 

 

Individuals:

 

BGA

 

-

 

United States of America

 

 

SDC

 

-

 

United States of America

 

 

RAJ

 

-

 

United States of America

 

 

WJL

 

-

 

United States of America

 

 

DBM

 

-

 

United States of America

 

 

BNL

 

-

 

United States of America

 

 

RBR

 

-

 

United States of America

 

 

 

 

 

 

 

 

Item 2(d).

 

Title of Class of Securities:
Common Stock

Item 2(e).

 

CUSIP Number:
33830X104

 

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

 

14


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Versant
Entities (1)

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared Voting
Power

 

Sole Dispositive
Power

 

Shared Dispositive
Power

 

Beneficial
Ownership

 

Percentage of Class
(2)

 

VVC-1

 

1,009,433

 

1,009,433

 

0

 

1,009,433

 

0

 

1,009,433

 

4.7

%

VSF-1

 

19,779

 

19,779

 

0

 

19,779

 

0

 

19,779

 

0.1

%

VAF-I-A

 

20,303

 

20,303

 

0

 

20,303

 

0

 

20,303

 

0.1

%

VAF-I-B

 

42,637

 

42,637

 

0

 

42,637

 

0

 

42,637

 

0.2

%

VVI-LLC

 

0

 

0

 

1,092,152

 

0

 

1,092,152

 

1,092,152

 

5.1

%

BGA

 

12,195

 

12,195

 

1,092,152

 

12,195

 

1,092,152

 

1,104,347

 

5.1

%

SDC

 

0

 

0

 

1,092,152

 

0

 

1,092,152

 

1,092,152

 

5.1

%

RAJ

 

0

 

0

 

1,092,152

 

0

 

1,092,152

 

1,092,152

 

5.1

%

WJL

 

0

 

0

 

1,092,152

 

0

 

1,092,152

 

1,092,152

 

5.1

%

DBM

 

0

 

0

 

1,092,152

 

0

 

1,092,152

 

1,092,152

 

5.1

%

BNL

 

0

 

0

 

1,092,152

 

0

 

1,092,152

 

1,092,152

 

5.1

%

RBR

 

0

 

0

 

1,092,152

 

0

 

1,092,152

 

1,092,152

 

5.1

%

 

(1)   VVI-LLC serves as the general partner of VVC-I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, BNL and RBR are managing directors and/or members of VVI-LLC.  None of BGA, SDC, RAJ, WJL, DBM, BNL and RBR owns securities of the Issuer directly except as otherwise set forth above.

 

(2)   This percentage is calculated based upon 21,550,672 shares of the Issuer’s common stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

See Items 2(a) and 4.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of a Group

Not applicable

 

15


 

Item 10.

Certification

Not applicable

 

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 13, 2015

 

 

 

Versant Affiliates Fund I-A, L.P.

 

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Affiliates Fund I-B, L.P.

 

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund I, L.P.

 

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital I, L.P.

 

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Ventures I, LLC

 

 

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

16


 

EXHIBIT A

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) related to the Common Stock of Five Prime Therapeutics, Inc. is filed on behalf of each of us.

 

Dated: February 13, 2015

 

 

 

Versant Affiliates Fund I-A, L.P.

 

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Affiliates Fund I-B, L.P.

 

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund I, L.P.

 

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital I, L.P.

 

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Ventures I, LLC

 

 

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

17