-----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, Tf+CBggsHX94IEng2GDeuuC+Waiswu5tRDDXJzS1Rp3XFXTCLXTHr7KiPd5ZJhlK UBNMMNz2hQhr/FFaOCH2Bg== 0001104659-07-011203.txt : 20070214 0001104659-07-011203.hdr.sgml : 20070214 20070214153036 ACCESSION NUMBER: 0001104659-07-011203 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: JAFCO V-1 STAR VENTURE CAPITAL INVESTMENT LIMITED PARTNERSHI GROUP MEMBERS: JAFCO V-1(A) VENTURE CAPITAL INVESTMENT LIMITED PARTNERSHIP GROUP MEMBERS: JAFCO V-1(B) VENTURE CAPITAL INVESTMENT LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFFYMAX INC CENTRAL INDEX KEY: 0001158223 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82530 FILM NUMBER: 07619574 BUSINESS ADDRESS: STREET 1: 4001 MIRANDA AVE CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAFCO Life Science No. 1 Investment Enterprise Partnership CENTRAL INDEX KEY: 0001389971 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O FORWARD VENTURES STREET 2: 9393 TOWNE CENTER DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 964-5020 MAIL ADDRESS: STREET 1: C/O FORWARD VENTURES STREET 2: 9393 TOWNE CENTER DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 a07-4492_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

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

 

Information to be Included in Statements Filed Pursuant

to Rules 13d-1(b) and (c) and Amendments Thereto Filed

Pursuant to 13d-2(b)

 

Affymax, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

00826A 10 9

(CUSIP Number)

December 31, 2006

(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. 00826A 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
JAFCO Life Science No. 1 Investment Enterprise Partnership

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Japan

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
662,602

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
662,602

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
662,602

 

 

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)
4.45%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2




 

CUSIP No. 00826A 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
JAFCO V-1(A) Venture Capital Investment Limited Partnership

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Japan

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
99,390

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
99,390

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
99,390

 

 

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)
0.67%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3




 

CUSIP No. 00826A 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
JAFCO V-1(B) Venture Capital Investment Limited Partnership

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Japan

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
165,650

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
165,650

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
165,650

 

 

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)
1.11%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

4




 

CUSIP No. 00826A 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
JAFCO V-1 STAR Venture Capital Investment Limited Partnership

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Japan

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
66,261

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
66,261

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
66,261

 

 

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)
0.44%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

5




 

Item 1.

 

(a)

Name of Issuer
Affymax, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
4001 Miranda Ave., Palo Alto, CA 94304

 

Item 2.

 

(a)

Name of Person Filing
This statement is being filed by JAFCO Life Science No.1 Investment Enterprise Partnership, (“JAFCO Life Science”), JAFCO V-1(A) Venture Capital Investment Limited Partnership (“JAFCO V-1(A)”), JAFCO V-1(B) Venture Capital Investment Limited Partnership (“JAFCO V-1(B)”) and JAFCO V-1 STAR Venture Capital Investment Limited Partnership (“JAFCO V-1 STAR”) (collectively, the “Reporting Persons”).

 

(b)

Address of Principal Business Office or, if none, Residence
Tekko Building, 1-8-2 Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan

 

(c)

Citizenship
JAFCO Life Science:  Japan
JAFCO V-1(A):  Japan
JAFCO V-1(B):  Japan
JAFCO V-1 STAR:  Japan  

 

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share

 

(e)

CUSIP Number
00826A 10 9

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

6




 

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.

 

(a)

Amount beneficially owned:   

JAFCO Life Science:  662,602

JAFCO V-1(A):  99,390

JAFCO V-1(B):  165,650

JAFCO V-1 STAR:  66,261

 

(b)

Percent of class:   

JAFCO Life Science:  4.45%

JAFCO V-1(A):  0.67%

JAFCO V-1(B):  1.11%

JAFCO V-1 STAR:  0.44%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

JAFCO Life Science:  662,602

JAFCO V-1(A):  99,390

JAFCO V-1(B):  165,650

JAFCO V-1 STAR:  66,261

 

 

(ii)

Shared power to vote or to direct the vote    

-0-

 

 

(iii)

Sole power to dispose or to direct the disposition of   

JAFCO Life Science:  662,602

JAFCO V-1(A):  99,390

JAFCO V-1(B):  165,650

JAFCO V-1 STAR:  66,261

 

 

(iv)

Shared power to dispose or to direct the disposition of   

-0-

 

Item 5.

Ownership of Five 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 five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7.

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

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

See Exhibit 1.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

 

7




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.

 

Date:  February 13, 2007

 

JAFCO Life Science No.1 Investment Enterprise Partnership

 

 

 

By:

JAFCO Co., Ltd., its Executive Partner

 

 

 

By:

    /s/ Nonuo Fukada

 

 

Name:

Nonuo Fukuda

 

Title:

Group Officer, JAFCO Co., Ltd.

 

 

 

JAFCO V-1(A) Venture Capital Investment Limited Partnership

 

 

 

By:

JAFCO Co., Ltd., its General Partner

 

 

 

By:

    /s/ Nonuo Fukada

 

 

Name:

Nonuo Fukuda

 

 

Title:

Group Officer, JAFCO Co., Ltd.

 

 

 

JAFCO V-1(B) Venture Capital Investment Limited Partnership

 

 

 

By:

JAFCO Co., Ltd., its General Partner

 

 

 

By:

    /s/ Nonuo Fukada

 

 

Name:

Nonuo Fukuda

 

 

Title:

Group Officer, JAFCO Co., Ltd.

 

 

 

JAFCO V-1 STAR Venture Capital Investment Limited Partnership

 

 

 

By:

JAFCO Co., Ltd., its General Partner

 

 

 

By:

    /s/ Nonuo Fukada

 

 

Name:

Nonuo Fukuda

 

 

Title:

Group Officer, JAFCO Co., Ltd.

 

8




Exhibit 1

 

Identification and Classification of Members of the Group

JAFCO Life Science No.1 Investment Enterprise Partnership, JAFCO V-1(A) Venture Capital Investment Limited Partnership, JAFCO V-1(B) Venture Capital Investment Limited Partnership and JAFCO V-1 STAR Venture Capital Investment Limited Partnership are filing this statement on Schedule 13G as a group.

JAFCO Life Science No.1 Investment Enterprise Partnership is a partnership organized under the laws of Japan.  JAFCO Co., Ltd. is the executive partner of JAFCO Life Science.

JAFCO V-1(A) Venture Capital Investment Limited Partnership is a limited partnership organized under the laws of Japan.  JAFCO Co., Ltd. is the general partner of JAFCO V-1(A).

JAFCO V-1(B) Venture Capital Investment Limited Partnership is a limited partnership organized under the laws of Japan.  JAFCO Co., Ltd. is the general partner of JAFCO V-1(B).

 

JAFCO V-1 STAR Venture Capital Investment Limited Partnership is a limited partnership organized under the laws of Japan.  JAFCO Co., Ltd. is the general partner of JAFCO V-1 STAR.

9



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