0001193125-11-097292.txt : 20110414 0001193125-11-097292.hdr.sgml : 20110414 20110414093324 ACCESSION NUMBER: 0001193125-11-097292 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110414 DATE AS OF CHANGE: 20110414 GROUP MEMBERS: QVT ASSOCIATES GP LLC GROUP MEMBERS: QVT FINANCIAL GP LLC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-86177 FILM NUMBER: 11758599 BUSINESS ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919 313-4760 MAIL ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QVT Financial LP CENTRAL INDEX KEY: 0001290162 IRS NUMBER: 113694008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-705-8800 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

Tranzyme, Inc.

(Name of Issuer)

 

 

 

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

 

89413J102

(CUSIP Number)

 

April 1, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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.

 

QVT Financial LP

 

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

 

11-3694008

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    1,333,333

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,333,333

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,333,333

10.

 

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

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

    5.62%

12.

 

Type of Reporting Person (See Instructions)

 

    PN

 


CUSIP No. 89413J102  

 

  1.   

Names of Reporting Persons.

 

QVT Financial GP LLC

 

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

 

11-3694007

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    1,333,333

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,333,333

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,333,333

10.

 

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

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

    5.62%

12.

 

Type of Reporting Person (See Instructions)

 

    OO

 


CUSIP No. 89413J102  

 

  1.   

Names of Reporting Persons.

 

QVT Associates GP LLC

 

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

 

01-0798253

  2.  

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

(a)  ¨        (b)  x

 

  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

 

    1,333,333

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    1,333,333

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,333,333

10.

 

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

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

    5.62%

12.

 

Type of Reporting Person (See Instructions)

 

    OO

 


Item 1(a).

   Name of Issuer
   Tranzyme, Inc. (the “Issuer”)

Item 1(b).

   Address of Issuer’s Principal Executive Offices
   The address of the Issuer’s principal executive offices is:
   4819 Emperor Boulevard, Ste. 400, Durham, North Carolina 27703, United States

Item 2(a).

   Name of Person Filing

Item 2(b).

   Address of Principal Business Office or, if none, Residence

Item 2(c).

   Citizenship

 

QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Partnership
QVT Financial GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
QVT Associates GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company

 

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)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
   (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
   (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
   (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
   (e)    ¨    An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
   (f)    ¨    An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
   (g)    ¨    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);


  (h)    ¨    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)    ¨    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)    ¨    A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
  (k)    ¨    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:             .

Item 4.

  Ownership.
  (a)    Amount beneficially owned:
     QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 1,041,030 shares of Common Stock. QVT Financial is also the investment manager for Quintessence Fund L.P. (“Quintessence”), which beneficially owns 292,303 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by the Fund and Quintessence. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,333,333 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence.
     QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Fund and Quintessence, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 1,333,333 shares of Common Stock.
     The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon 23,708,845 shares of Common Stock outstanding, which is the total number of shares issued and outstanding reported in the Issuer’s Prospectus, filed with the Securities and Exchange Commission on April 4, 2011.
  (b)    Percent of class:
     See Item 11 of the Cover Pages to this Schedule 13G.
  (c)    Number of shares as to which the person has:
     (i)    Sole power to vote or to direct the vote
        0
     (ii)    Shared power to vote or to direct the vote
        See item (a) above.
     (iii)    Sole power to dispose or to direct the disposition of
        0
     (iv)    Shared power to dispose or to direct the disposition of
        See item (a) above.


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…  ¨.

 

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

 

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


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: April 14, 2011

 

QVT FINANCIAL LP     QVT FUND LP
By QVT Financial GP LLC,     By QVT Associates GP LLC,
its General Partner     its General Partner
By:  

/s/ Tracy Fu

    By:  

/s/ Tracy Fu

Name:   Tracy Fu     Name:   Tracy Fu
Title:   Managing Member     Title:   Managing Member
By:  

/s/ Oren Eisner

    By:  

/s/ Oren Eisner

Name:   Oren Eisner     Name:   Oren Eisner
Title:   Authorized Signatory     Title:   Authorized Signatory
QVT FINANCIAL GP LLC     QVT ASSOCIATES GP LLC
By:  

/s/ Tracy Fu

    By:  

/s/ Tracy Fu

Name:   Tracy Fu     Name:   Tracy Fu
Title:   Managing Member     Title:   Managing Member
By:  

/s/ Oren Eisner

    By:  

/s/ Oren Eisner

Name:   Oren Eisner     Name:   Oren Eisner
Title:   Authorized Signatory     Title:   Authorized Signatory


EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G filed herewith (and any amendments thereto) signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: April 14, 2011

 

QVT FINANCIAL LP     QVT FUND LP
By QVT Financial GP LLC,     By QVT Associates GP LLC,
its General Partner     its General Partner
By:  

/s/ Tracy Fu

    By:  

/s/ Tracy Fu

Name:   Tracy Fu     Name:   Tracy Fu
Title:   Managing Member     Title:   Managing Member
By:  

/s/ Oren Eisner

    By:  

/s/ Oren Eisner

Name:   Oren Eisner     Name:   Oren Eisner
Title:   Authorized Signatory     Title:   Authorized Signatory
QVT FINANCIAL GP LLC     QVT ASSOCIATES GP LLC
By:  

/s/ Tracy Fu

    By:  

/s/ Tracy Fu

Name:   Tracy Fu     Name:   Tracy Fu
Title:   Managing Member     Title:   Managing Member
By:  

/s/ Oren Eisner

    By:  

/s/ Oren Eisner

Name:   Oren Eisner     Name:   Oren Eisner
Title:   Authorized Signatory     Title:   Authorized Signatory