0001144204-16-078788.txt : 20160203 0001144204-16-078788.hdr.sgml : 20160203 20160203161635 ACCESSION NUMBER: 0001144204-16-078788 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160203 DATE AS OF CHANGE: 20160203 GROUP MEMBERS: CASEY M. TANSEY GROUP MEMBERS: DAVID LIDDLE GROUP MEMBERS: IRWIN FEDERMAN GROUP MEMBERS: JONATHAN D. ROOT GROUP MEMBERS: PHILIP M. YOUNG GROUP MEMBERS: PRESIDIO MANAGEMENT GROUP VIII, L.L.C. GROUP MEMBERS: STEVEN M. KRAUSZ GROUP MEMBERS: USVP ENTREPRENEUR PARTNERS VIII-A, L.P. GROUP MEMBERS: USVP ENTREPRENEUR PARTNERS VIII-B, L.P. GROUP MEMBERS: USVP VIII AFFILIATES FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OncoMed Pharmaceuticals Inc CENTRAL INDEX KEY: 0001302573 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 383572512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87757 FILM NUMBER: 161385069 BUSINESS ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-995-8200 MAIL ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: US VENTURE PARTNERS VIII L P CENTRAL INDEX KEY: 0001225444 IRS NUMBER: 912090473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854 9080 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 v430313_sc13ga.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

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. 2)*

 

OncoMed Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
68234X102
(CUSIP Number)
 
December 31, 2015
(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)

 

¨        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 disclosures provided in a prior cover page.

 

The information required on 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)

 

Page 1 of 19 Pages

Exhibit Index Contained on Page 17

  

 

 

 

CUSIP NO. 68234X102 13 G Page 2 of 19  

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

U.S. Venture Partners VIII, L.P. (“USVP VIII”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (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
1,990,786 shares; except that Presidio Management Group VIII, L.L.C. (“PMG VIII”), the general partner of USVP VIII, may be deemed to have sole power to vote such shares, and Irwin Federman (“Federman”), Steven M. Krausz (“Krausz”), David Liddle (“Liddle”), Jonathan D. Root (“Root”), Casey M. Tansey (“Tansey”) and Philip M. Young (“Young”), the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,990,786 shares; except that PMG VIII, the general partner of USVP VIII, may be deemed to have the sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 1,990,786
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                        6.6%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                        PN

 

 

 

 

CUSIP NO. 68234X102 13 G Page 3 of 19 

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP VIII Affiliates Fund, L.P. (“USVP VIII AF”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                        (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
19,217 shares; except that PMG VIII, the general partner of USVP VIII AF, may be deemed to have sole power to vote such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
19,217 shares; except that PMG VIII, the general partner of USVP VIII AF, may be deemed to have sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 19,217
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                        0.1%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                        PN

 

 

 

CUSIP NO. 68234X102 13 G Page 4 of 19 

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP Entrepreneur Partners VIII-A, L.P. (“USVP EP VIII-A”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (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
18,759 shares; except that PMG VIII, the general partner of USVP EP VIII-A, may be deemed to have sole power to vote such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
18,759 shares; except that PMG VIII, the general partner of USVP EP VIII-A, may be deemed to have sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 18,759
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                        0.1%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                        PN

 

 

 

CUSIP NO. 68234X102 13 G Page 5 of 19 

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP Entrepreneur Partners VIII-B, L.P. (“USVP EP VIII-B”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (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
9,510 shares; except that PMG VIII, the general partner of USVP EP VIII-B, may be deemed to have sole power to vote such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
9,510 shares; except that PMG VIII, the general partner of USVP EP VIII-B, may be deemed to have sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 9,510
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                       0.0%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                       PN

 

 

 

 

CUSIP NO. 68234X102 13 G Page 6 of 19 

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Presidio Management Group VIII, L.L.C. (“PMG VIII”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (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
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to vote such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 2,038,272
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                        6.8%
12 TYPE OF REPORTING PERSON*                                                                                              OO

 

 

 

 

CUSIP NO. 68234X102 13 G Page 7 of 19 

 

1

NAME OF REPORTING PERSON

 

Irwin Federman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (a)        ¨        (b)         x
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
27,573 shares.
6 SHARED VOTING POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
7 SOLE DISPOSITIVE POWER
27,573 shares.
8 SHARED DISPOSITIVE POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 2,065,845
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                       6.9%
12 TYPE OF REPORTING PERSON*                                                                                            IN

 

 

 

 

CUSIP NO. 68234X102 13 G Page 8 of 19 

 

1

NAME OF REPORTING PERSON

 

Steven M. Krausz

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (a)        ¨        (b)         x
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
47,471 shares.
6 SHARED VOTING POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Krausz, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
47,471 shares.
  8 SHARED DISPOSITIVE POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Krausz, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                               2,085,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                     6.9%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                     IN

 

 

 

 

CUSIP NO. 68234X102 13 G Page 9 of 19 

 

1

NAME OF REPORTING PERSON

 

David Liddle

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (a)        ¨        (b)         x
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
27,573 shares.
6 SHARED VOTING POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Liddle, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
27,573 shares.
  8 SHARED DISPOSITIVE POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Liddle, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                               2,065,845
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                     6.9%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                     IN

 

 

 

 

CUSIP NO. 68234X102 13 G Page 10 of 19 

 

1

NAME OF REPORTING PERSON

 

Jonathan D. Root

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (a)        ¨        (b)         x
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
80,091 shares, of which 1,141 are issuable upon the exercise of options.
6 SHARED VOTING POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Root, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
80,091 shares, of which 1,141 are issuable upon the exercise of options  
  8 SHARED DISPOSITIVE POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Root, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                               2,118,363
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                     7.0%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                     IN

 

 

 

 

CUSIP NO. 68234X102 13 G Page 11 of 19 

 

1

NAME OF REPORTING PERSON

 

Casey M. Tansey

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (a)        ¨        (b)         x
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
27,573 shares.
6 SHARED VOTING POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.  Tansey, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
27,573 shares.
  8 SHARED DISPOSITIVE POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.  Tansey, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                               2,065,845
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                      6.9%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                       IN

 

 

 

 

CUSIP NO. 68234X102 13 G Page 12 of 19 

 

1

NAME OF REPORTING PERSON

 

Philip M. Young

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                       (a)        ¨        (b)         x
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
27,573 shares.
6 SHARED VOTING POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Young, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
27,573 shares.
  8 SHARED DISPOSITIVE POWER
2,038,272 shares, of which 1,990,786 are directly owned by USVP VIII, 19,217 are directly owned by USVP VIII AF, 18,759 are directly owned by USVP EP VIII-A and 9,510 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Young, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                               2,065,845
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                                 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                      6.9%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                       IN

 

 

 

 

CUSIP NO. 68234X102 13 G Page 13 of 19 

 

This Amendment No. 2 amends and restates in its entirety the Schedule 13G previously filed by PMG VIII, USVP VIII, USVP VIII AF, USVP EP VIII-A, USVP EP VIII-B, Federman, Krausz, Liddle, Root, Tansey and Young (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A). NAME OF ISSUER
   
  OncoMed Pharmaceuticals, Inc.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  800 Chesapeake Drive
  Redwood City, California 94063
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Schedule 13G is filed by PMG VIII, USVP VIII, USVP VIII AF, USVP EP VIII-A, USVP EP VIII-B, Federman, Krausz, Liddle, Root, Tansey and Young.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.  Federman, Krausz, Liddle, Root, Tansey and Young are managing members of PMG VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address for each of the Reporting Persons is:
   
  U.S. Venture Partners
  1460 El Camino Real, Suite 100
  Menlo Park, California  94025
   
ITEM 2(C) CITIZENSHIP
   
  USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B are Delaware limited partnerships.  PMG VIII is a Delaware limited liability company.  Federman, Krausz, Liddle, Root, Tansey and Young are United States citizens.
   
ITEM 2(D) AND (E).         TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
  Common Stock, $0.001 par value per share.
   
  CUSIP  # 68234X102
   
ITEM 3. Not Applicable.
   
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.  

 

 

 

 

CUSIP NO. 68234X102 13 G Page 14 of 19 

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:


See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Under certain circumstances set forth in the limited partnership agreements of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, and the limited liability company agreement of PMG VIII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
   
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.

 

 

 

 

CUSIP NO. 68234X102 13 G Page 15 of 19 

 

ITEM 10. CERTIFICATION.
   
  Not applicable.

 

 

 

 

CUSIP NO. 68234X102 13 G Page 16 of 19

 

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 3, 2016

 

PRESIDIO MANAGEMENT GROUP VIII, L.L.C. Irwin Federman
   
U.S. Venture Partners VIII, L.P. Steven M. Krausz
By Presidio Management Group VIII, L.L.C.  
Its General Partner David Liddle
   
USVP VIII Affiliates Fund, L.P. Jonathan D. Root
By Presidio Management Group VIII, L.L.C.  
Its General Partner CASEY M. TANSEY
   
USVP Entrepreneur Partners VIII-A, L.P., Philip M. Young
By Presidio Management Group VIII, L.L.C.  
Its General Partner  
   
USVP Entrepreneur Partners VIII-B, L.P.,  
By Presidio Management Group VIII, L.L.C.  
Its General Partner  

 

By: /s/ Michael Maher   By: /s/ Michael Maher
  Michael Maher, Chief Financial Officer/Attorney-In-Fact for the above-listed entities*     Michael Maher, Attorney-In-Fact for the above-listed individuals*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for

other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 

 

 

 

CUSIP NO. 68234X102 13 G Page 17 of 19 

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   18
     
Exhibit B:  Power of Attorney   19

 

 

 

CUSIP NO. 68234X102 13 G Page 18 of 19 

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of OncoMed Pharmaceuticals, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 68234X102 13 G Page 19 of 19 

 

exhibit B

 

Power of Attorney

 

Michael Maher has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.