0001104659-13-009402.txt : 20130212 0001104659-13-009402.hdr.sgml : 20130212 20130211205432 ACCESSION NUMBER: 0001104659-13-009402 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130212 DATE AS OF CHANGE: 20130211 GROUP MEMBERS: ALEX ZISSON GROUP MEMBERS: JAMES E. THOMAS GROUP MEMBERS: THOMAS, MCNERNEY & PARTNERS, LLC (TMP GP) GROUP MEMBERS: TMP ASSOCIATES, L.P. (TMP ASSOCIATES) GROUP MEMBERS: TMP NOMINEE, LLC (TMP NOMINEE) FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS MCNERNEY & PARTNERS LP CENTRAL INDEX KEY: 0001231291 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 60 S SIXTH ST STREET 2: SUITE 3510 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123358666 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANZYME INC CENTRAL INDEX KEY: 0001274644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 631192270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86177 FILM NUMBER: 13594098 BUSINESS ADDRESS: STREET 1: 5001 SOUTH MIAMI BOULEVARD STREET 2: SUITE 300 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919 474 0020 MAIL ADDRESS: STREET 1: 5001 SOUTH MIAMI BOULEVARD STREET 2: SUITE 300 CITY: DURHAM STATE: NC ZIP: 27703 SC 13G/A 1 a13-4919_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Tranzyme, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

89413J102

(CUSIP Number)

December 31, 2012

(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. 89413J102

 

 

1.

Names of Reporting Persons.
Thomas, McNerney & Partners, L.P. (TMP)

I.R.S. Identification Nos. of above persons (entities only).

41-2019635

 

 

2.

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

 

 

(a)

x(1)

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
3,027,286(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,027,286(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,286(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)
11.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1) Thomas McNerney & Partners, L.P. (TMP), TMP Associates, L.P. (TMP Associates), TMP Nominee, LLC (TMP Nominee) and Thomas, McNerney & Partners, LLC (TMP GP) are members of a group for purposes of this Schedule 13G.

(2)  Consists of (i) 2,898,589 shares of common stock held of record by TMP; (ii) 92,743 shares of common stock held of record by TMP Nominee; (iii) 10,954 shares of common stock held of record by TMP Associates; and (iv) non-qualified stock options to purchase 25,000 shares of common stock held of record by Alex Zisson.  TMP GP, the general partner of TMP and TMP Associates, has voting and dispositive power over the shares held by TMP and TMP Associates.  In addition, TMP Nominee has entered into an agreement that it shall vote and dispose of securities in the same manner as directed by TMP GP with respect to the shares held by TMP and TMP Associates.   James E. Thomas is the manager of TMP Nominee and have shared voting and dispositive power over these securities provided that they are obligated to exercise this voting and dispositive power in the same manner as TMP LLC votes and disposes of the Issuer’s other securities over which TMP LLC exercises voting and dispositive power. James E. Thomas, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC.

(3) This percentage is calculated based upon 27,600,437 shares of the Issuer’s common stock outstanding as of November 5, 2012, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2012.

 

2



 

CUSIP No. 89413J102

 

 

1.

Names of Reporting Persons.
TMP Associates, L.P. (TMP Associates)

I.R.S. Identification Nos. of above persons (entities only).

71-0919539

 

 

2.

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

 

 

(a)

x(1)

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
3,027,286(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,027,286(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,286(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)
11.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1) Thomas McNerney & Partners, L.P. (TMP), TMP Associates, L.P. (TMP Associates), TMP Nominee, LLC (TMP Nominee) and Thomas, McNerney & Partners, LLC (TMP GP) are members of a group for purposes of this Schedule 13G.

(2)  Consists of (i) 2,898,589 shares of common stock held of record by TMP; (ii) 92,743 shares of common stock held of record by TMP Nominee; (iii) 10,954 shares of common stock held of record by TMP Associates; and (iv) non-qualified stock options to purchase 25,000 shares of common stock held of record by Alex Zisson.  TMP GP, the general partner of TMP and TMP Associates, has voting and dispositive power over the shares held by TMP and TMP Associates.  In addition, TMP Nominee has entered into an agreement that it shall vote and dispose of securities in the same manner as directed by TMP GP with respect to the shares held by TMP and TMP Associates.   James E. Thomas is the manager of TMP Nominee and have shared voting and dispositive power over these securities provided that they are obligated to exercise this voting and dispositive power in the same manner as TMP LLC votes and disposes of the Issuer’s other securities over which TMP LLC exercises voting and dispositive power. James E. Thomas, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC.

(3) This percentage is calculated based upon 27,600,437 shares of the Issuer’s common stock outstanding as of November 5, 2012, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2012.

 

3



 

CUSIP No. 89413J102

 

 

1.

Names of Reporting Persons.
Thomas, McNerney & Partners, LLC (TMP GP)

I.R.S. Identification Nos. of above persons (entities only).

94-3393928

 

 

2.

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

 

 

(a)

x(1)

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
3,027,286(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,027,286(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,286(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)
11.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1) Thomas McNerney & Partners, L.P. (TMP), TMP Associates, L.P. (TMP Associates), TMP Nominee, LLC (TMP Nominee) and Thomas, McNerney & Partners, LLC (TMP GP) are members of a group for purposes of this Schedule 13G.

(2)  Consists of (i) 2,898,589 shares of common stock held of record by TMP; (ii) 92,743 shares of common stock held of record by TMP Nominee; (iii) 10,954 shares of common stock held of record by TMP Associates; and (iv) non-qualified stock options to purchase 25,000 shares of common stock held of record by Alex Zisson.  TMP GP, the general partner of TMP and TMP Associates, has voting and dispositive power over the shares held by TMP and TMP Associates.  In addition, TMP Nominee has entered into an agreement that it shall vote and dispose of securities in the same manner as directed by TMP GP with respect to the shares held by TMP and TMP Associates.   James E. Thomas is the manager of TMP Nominee and have shared voting and dispositive power over these securities provided that they are obligated to exercise this voting and dispositive power in the same manner as TMP LLC votes and disposes of the Issuer’s other securities over which TMP LLC exercises voting and dispositive power. James E. Thomas, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC.

(3) This percentage is calculated based upon 27,600,437 shares of the Issuer’s common stock outstanding as of November 5, 2012, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2012.

 

4



 

CUSIP No. 89413J102

 

 

1.

Names of Reporting Persons.
TMP Nominee, LLC (TMP Nominee)

I.R.S. Identification Nos. of above persons (entities only).

94-3393928

 

 

2.

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

 

 

(a)

x(1)

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
3,027,286(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,027,286(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,286(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)
11.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1) Thomas McNerney & Partners, L.P. (TMP), TMP Associates, L.P. (TMP Associates), TMP Nominee, LLC (TMP Nominee) and Thomas, McNerney & Partners, LLC (TMP GP) are members of a group for purposes of this Schedule 13G.

(2)  Consists of (i) 2,898,589 shares of common stock held of record by TMP; (ii) 92,743 shares of common stock held of record by TMP Nominee; (iii) 10,954 shares of common stock held of record by TMP Associates; and (iv) non-qualified stock options to purchase 25,000 shares of common stock held of record by Alex Zisson.  TMP GP, the general partner of TMP and TMP Associates, has voting and dispositive power over the shares held by TMP and TMP Associates.  In addition, TMP Nominee has entered into an agreement that it shall vote and dispose of securities in the same manner as directed by TMP GP with respect to the shares held by TMP and TMP Associates.   James E. Thomas is the manager of TMP Nominee and have shared voting and dispositive power over these securities provided that they are obligated to exercise this voting and dispositive power in the same manner as TMP LLC votes and disposes of the Issuer’s other securities over which TMP LLC exercises voting and dispositive power. James E. Thomas, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC.

(3) This percentage is calculated based upon 27,600,437 shares of the Issuer’s common stock outstanding as of November 5, 2012, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2012.

 

5



 

CUSIP No. 89413J102

 

 

1.

Names of Reporting Persons.
James E. Thomas

I.R.S. Identification Nos. of above persons (entities only).

 

 

2.

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

 

 

(a)

x(1)

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
3,027,286(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,027,286(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,286(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)
11.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1) Thomas McNerney & Partners, L.P. (TMP), TMP Associates, L.P. (TMP Associates), TMP Nominee, LLC (TMP Nominee) and Thomas, McNerney & Partners, LLC (TMP GP) are members of a group for purposes of this Schedule 13G.

(2)  Consists of (i) 2,898,589 shares of common stock held of record by TMP; (ii) 92,743 shares of common stock held of record by TMP Nominee; (iii) 10,954 shares of common stock held of record by TMP Associates; and (iv) non-qualified stock options to purchase 25,000 shares of common stock held of record by Alex Zisson.  TMP GP, the general partner of TMP and TMP Associates, has voting and dispositive power over the shares held by TMP and TMP Associates.  In addition, TMP Nominee has entered into an agreement that it shall vote and dispose of securities in the same manner as directed by TMP GP with respect to the shares held by TMP and TMP Associates.   James E. Thomas is the manager of TMP Nominee and have shared voting and dispositive power over these securities provided that they are obligated to exercise this voting and dispositive power in the same manner as TMP LLC votes and disposes of the Issuer’s other securities over which TMP LLC exercises voting and dispositive power. James E. Thomas, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC.

(3) This percentage is calculated based upon 27,600,437 shares of the Issuer’s common stock outstanding as of November 5, 2012, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2012.

 

6



 

CUSIP No. 89413J102

 

 

1.

Names of Reporting Persons.
Alex Zisson

I.R.S. Identification Nos. of above persons (entities only).

 

 

2.

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

 

 

(a)

x(1)

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
3,027,286(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,027,286(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,286(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)
11.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1) Thomas McNerney & Partners, L.P. (TMP), TMP Associates, L.P. (TMP Associates), TMP Nominee, LLC (TMP Nominee) and Thomas, McNerney & Partners, LLC (TMP GP) are members of a group for purposes of this Schedule 13G.

(2)  Consists of (i) 2,898,589 shares of common stock held of record by TMP; (ii) 92,743 shares of common stock held of record by TMP Nominee; (iii) 10,954 shares of common stock held of record by TMP Associates; and (iv) non-qualified stock options to purchase 25,000 shares of common stock held of record by Alex Zisson.  TMP GP, the general partner of TMP and TMP Associates, has voting and dispositive power over the shares held by TMP and TMP Associates.  In addition, TMP Nominee has entered into an agreement that it shall vote and dispose of securities in the same manner as directed by TMP GP with respect to the shares held by TMP and TMP Associates.   James E. Thomas is the manager of TMP Nominee and have shared voting and dispositive power over these securities provided that they are obligated to exercise this voting and dispositive power in the same manner as TMP LLC votes and disposes of the Issuer’s other securities over which TMP LLC exercises voting and dispositive power. James E. Thomas, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC.

(3) This percentage is calculated based upon 27,600,437 shares of the Issuer’s common stock outstanding as of November 5, 2012, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2012.

 

7



 

Item 1(a).

 

Name of Issuer:

 

 

 

 

 

 

 

 

 

Tranzyme, Inc. (the “Issuer”)

 

 

 

 

 

Item 1(b).

 

Address of Issuer’s Principal Executive Offices

 

 

 

 

 

 

 

 

 

4819 Emperor Boulevard, Ste. 400, Durham, North Carolina 27703, United States

 

 

 

 

 

Item 2(a).

 

Name(s) of Person Filing

 

 

 

 

 

 

 

 

 

Thomas McNerney & Partners, L.P.

 

 

 

 

TMP Associates, L.P.

 

 

 

 

TMP Nominee, LLC

 

 

 

 

Thomas, McNerney & Partners, LLC

 

 

 

 

James E. Thomas

 

 

 

 

Alex Zisson

 

 

 

 

 

 

 

Item 2(b).

 

Address of Principal Business Office or, if none, Residence

 

 

 

 

 

 

 

5001 S. Miami Blvd., Suite 300

 

 

 

 

Durham, North Carolina 27703

 

 

 

 

 

 

 

Item 2(c).

 

Citizenship

 

 

 

 

 

 

 

 

 

Thomas McNerney & Partners, L.P. is a Delaware limited partnership.

 

 

TMP Associates, L.P. is a Delaware limited partnership.

 

 

TMP Nominee, LLC is a Delaware limited liability company.

 

 

Thomas, McNerney & Partners, LLC is a Delaware limited liability company.

 

 

James E. Thomas is a United States citizen.

 

 

Alex Zisson is a United States citizen.

 

 

 

 

 

Item 2(d).

 

Title of Class of Securities

 

 

 

 

 

 

 

 

 

Common stock, $0.00001 par value per share (the “Common Stock”).

 

 

 

 

 

Item 2(e).

 

CUSIP Number

 

 

 

 

 

 

 

 

 

The CUSIP number of the Common Stock is 89413J102.

 

 

 

 

 

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

A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);

 

 

 

 

 

 

 

(k)

o

Group, in accordance with §240.13d—1(b)(1)(ii)(K). 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.

 

8



 

Item 4.

 

Ownership.

 

 

 

 

 

 

 

(a)

 

Amount beneficially owned:

 

 

 

 

 

 

 

 

 

 

 

 

(b)

 

Percent of class:

 

 

 

 

 

 

 

 

 

 

 

 

(c)

 

Number of shares as to which such person has:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(iii)

Sole power to dispose or direct the disposition of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(iv)

Shared power to dispose or direct the disposition of:

 

 

 

 

 

 

 

TMP Parties

 

Shares
held
directly

 

Beneficial
Ownership

 

Percentage
of Class

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Thomas McNerney & Partners, L.P.

 

2,898,589

 

3,027,286

 

11.0

%

0

 

3,027,286

 

0

 

3,027,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TMP Associates, L.P.

 

10,954

 

3,027,286

 

11.0

%

0

 

3,027,286

 

0

 

3,027,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TMP Nominee, LLC

 

92,743

 

3,027,286

 

11.0

%

0

 

3,027,286

 

0

 

3,027,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas, McNerney & Partners, LLC

 

0

 

3,027,286

 

11.0

%

0

 

3,027,286

 

0

 

3,027,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James E. Thomas

 

0

 

3,027,286

 

11.0

%

0

 

3,027,286

 

0

 

3,027,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alex Zisson

 

25,000

 

3,027,286

 

11.0

%

0

 

3,027,286

 

0

 

3,027,286

 

 

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

Not Applicable

 

Item 8.

 

Identification and Classification of Members of the Group

Not Applicable

 

 

 

Item 9.

 

Notice of Dissolution of Group

Not Applicable

 

9



 

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 11, 2013

 

 

 

Thomas McNerney & Partners, L.P.

 

by Thomas, McNerney & Partners, LLC,

 

its general partner

 

 

 

/s/ James E. Thomas

 

By: James E. Thomas

 

Title: Manager

 

 

 

TMP Associates, L.P.

 

by Thomas, McNerney & Partners, LLC,

 

its general partner

 

 

 

/s/ James E. Thomas

 

By: James E. Thomas

 

Title: Manager

 

 

 

TMP Nominee, LLC

 

 

 

/s/ James E. Thomas

 

By: James E. Thomas

 

Title: Manager

 

 

 

 

 

Thomas, McNerney & Partners, LLC

 

 

 

/s/ James E. Thomas

 

By: James E. Thomas

 

Title: Manager

 

 

 

 

 

/s/ James E. Thomas

 

James E. Thomas

 

 

 

 

 

/s/ Alex Zisson

 

Alex Zisson

 

 

10