-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JSnX54kqBUWbEIVlT5huTnUjbGx5H0WQStHah2XjANgTEbfXl7CO0JPLrY80QNVn ym1E2gYIdi9MWOC0PYTtgA== 0001104659-02-000483.txt : 20020414 0001104659-02-000483.hdr.sgml : 20020414 ACCESSION NUMBER: 0001104659-02-000483 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MOLECULAR EVOLUTION INC CENTRAL INDEX KEY: 0001111312 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330374014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59733 FILM NUMBER: 02548284 BUSINESS ADDRESS: STREET 1: 3520 DUNHILL STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 5855974990 MAIL ADDRESS: STREET 1: 3520 DUNHILL STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELPHI VENTURES LP CENTRAL INDEX KEY: 0001031457 IRS NUMBER: 943077790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: BLDG 1, STE 135 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508549650 MAIL ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: BLDG I STE 130 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 j2858_sc13ga.htm SC 13G/A Schedule 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

 

 

Applied Molecular Evolution, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

03823E-10-8

(CUSIP Number)

 

December 31, 2001

(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)

ý

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).

 

(Continued on following pages)

Exhibit Index on Page 16

 



 

 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Delphi Ventures, L.P. (“DV”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2



 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Delphi BioInvestments, L.P. (“DBI”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3



 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Delphi Management Partners, L.P. (“DMP”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

4



 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Delphi Ventures II, L.P. (“DV II”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

5



 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Delphi BioInvestments II, L.P. (“DBI II”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

6



 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Delphi Management Partners II, L.P. (“DMP II”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

7



 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James J. Bochnowski (“Bochnowski”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
74,302 shares

 

6.

Shared Voting Power
0 shares

 

7.

Sole Dispositive Power
74,302 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
74,302

 

 

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)
0.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

8



 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David L. Douglass (“Douglass”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

9



 

CUSIP No. 03823E-10-8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Donald J. Lothrop (“Lothrop”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

10



 

Item 1.

 

(a)

Name of Issuer
Applied Molecular Evolution, Inc.

 

(b)

Address of Issuer's Principal Executive Offices
3520 Dunhill Street
San Diego, CA  92121

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by Delphi Ventures, L.P, a Delaware limited partnership (“DV”), Delphi BioInvestments, L.P., a Delaware limited partnership (“DBI”), Delphi Management Partners, L.P., a Delaware limited partnership (“DMP”), Delphi Ventures II, L.P, a Delaware limited partnership (“DV II”), Delphi BioInvestments II, L.P., a Delaware limited partnership (“DBI II”), Delphi Management Partners II, L.P., a Delaware limited partnership (“DMP II”), James J. Bochnowski (“Bochnowski”) a general partner of DMP and DMP II, David L. Douglass (“Douglass”) a general partner of DMP and DMP II, and Donald J. Lothrop (“Lothrop”) a general partner of DMP II.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons”.

DMP is the general partner of DV and DBI and may have been deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DV and DBI.  Bochnowski and Douglass are the general partners of DMP and may have been deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by DV and DBI.

DMP II is the general partner of DV II and DBI II and may have been deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DV II and DBI II.  Bochnowski, Douglass and Lothrop are the general partners of DMP II and may have been deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by DV II and DBI II.

 

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office for each of the Reporting Persons is:

 

Delphi Ventures
3000 Sand Hill Road
Building 1 — Suite 135
Menlo Park, CA  94025

 

 

(c)

Citizenship
DV, DBI, DMP, DV II, DBI II and DMP II are Delaware limited partnerships.  Bochnowski, Douglass and Lothrop are United States citizens.

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
CUSIP # 03823E-10-8

 

 

11



 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable

Item 4.

Ownership.
Please see Item 5.

Item 5.

Ownership of Five Percent or Less of a Class

This amended statement is being filed to report the fact that each Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock of Applied Molecular Evolution, Inc.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Please see Item 5.

 

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.

 

Item 10.

Certification

Not applicable.

 

 

12



 

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 13, 2002

 

 

DELPHI VENTURES, L.P., a Delaware Limited Partnership

 

 

 

By:

Delphi Management Partners, L.P.,

 

 

a Delaware Limited Partnership

 

 

Its General Partner

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski

 

 

General Partner

 

 

 

 

 

 

 

DELPHI BIOINVESTMENTS, L.P., a Delaware Limited Partnership

 

 

 

 

By:

Delphi Management Partners, L.P.,

 

 

a Delaware Limited Partnership

 

 

Its General Partner

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski

 

 

General Partner

 

 

 

 

 

 

 

DELPHI MANAGEMENT PARTNERS, L.P., a Delaware Limited Partnership

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski

 

 

General Partner

 

 

13



 

 

DELPHI VENTURES II, L.P., a Delaware Limited Partnership

 

 

 

 

By:

Delphi Management Partners II, L.P.,

 

 

a Delaware Limited Partnership

 

 

Its General Partner

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski

 

 

General Partner

 

 

 

 

 

 

 

DELPHI BIOINVESTMENTS II, L.P., a Delaware Limited Partnership

 

 

 

 

By:

Delphi Management Partners II, L.P.,

 

 

a Delaware Limited Partnership

 

 

Its General Partner

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski

 

 

General Partner

 

 

 

 

 

 

 

DELPHI MANAGEMENT PARTNERS II, L.P., a Delaware Limited Partnership

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski

 

 

General Partner

 

 

14



 

 

 

JAMES J. BOCHNOWSKI

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski

 

 

 

 

 

 

 

DAVID L. DOUGLASS

 

 

 

By:

/s/ David L. Douglass

 

 

David L. Douglass

 

 

 

 

 

 

 

DONALD J. LOTHROP

 

 

 

By:

/s/ Donald J. Lothrop

 

 

Donald J. Lothrop

 

 

15



 

EXHIBIT INDEX

 

 

Found on

 

 

Sequentially

Exhibit

 

Numbered Page

 

 

 

Exhibit A:  Agreement of Joint Filing

 

17

 

 

16



EXHIBIT A

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Applied Molecular Evolution, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date:  February 13, 2002

 

February 13, 2002

DELPHI MANAGEMENT PARTNERS, L.P.,

 

a Delaware Limited Partnership

 

 

 

 

 

 

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski, General Partner

 

 

 

 

 

 

February 13, 2002

DELPHI VENTURES, L.P.,

 

a Delaware Limited Partnership

 

 

 

 

By:

Delphi Management Partners, L.P.,

 

 

a Delaware Limited Partnership

 

 

Its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/  James J. Bochnowski

 

 

James J. Bochnowski, General Partner

 

 

 

 

 

 

February 13, 2002

DELPHI BIOINVESTMENTS, L.P.,

 

a Delaware Limited Partnership

 

 

 

 

By:

Delphi Management Partners, L.P.,

 

 

a Delaware Limited Partnership

 

 

Its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski, General Partner

 

 

17



 

February 13, 2002

DELPHI MANAGEMENT PARTNERS II, L.P.,

 

a Delaware Limited Partnership

 

 

 

 

 

 

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski, General Partner

 

 

 

 

 

 

February 13, 2002

DELPHI VENTURES II, L.P.,

 

a Delaware Limited Partnership

 

 

 

 

By:

Delphi Management Partners II, L.P.,

 

 

a Delaware Limited Partnership

 

 

Its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski, General Partner

 

 

 

 

 

 

February 13, 2002

DELPHI BIOINVESTMENTS II, L.P.,

 

a Delaware Limited Partnership

 

 

 

 

By:

Delphi Management Partners II, L.P.,

 

 

a Delaware Limited Partnership

 

 

Its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski, General Partner

 

 

18



 

February 13, 2002

By:

/s/ James J. Bochnowski

 

 

James J. Bochnowski

 

 

 

 

 

 

 

 

 

February 13, 2002

By:

/s/ David L. Douglass

 

 

David L. Douglass

 

 

 

 

 

 

 

 

 

 

 

 

February 13, 2002

By:

/s/ Donald J. Lothrop

 

 

Donald J. Lothrop

 

 

19


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