0001144204-15-010199.txt : 20150218 0001144204-15-010199.hdr.sgml : 20150216 20150217163045 ACCESSION NUMBER: 0001144204-15-010199 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: PETER KOLCHINSKY GROUP MEMBERS: RA CAPITAL HEALTHCARE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ocera Therapeutics, 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: 15623163 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 610 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6504625800 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 610 CITY: PALO ALTO STATE: CA ZIP: 94301 FORMER COMPANY: FORMER CONFORMED NAME: TRANZYME INC DATE OF NAME CHANGE: 20031230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001346824 IRS NUMBER: 830406777 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 v401881_sc13ga.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. 2)*

Ocera Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

67552A108

(CUSIP Number)

December 31, 2014

(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)

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. 67552A108					13G


	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).

		RA Capital Management, LLC


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

		(b)	¨


	3.	SEC Use Only


	4.	Citizenship or Place of Organization Massachusetts


Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power 0 shares


			6.	Shared Voting Power 523,035 shares


			7.	Sole Dispositive Power 0 shares


			8.	Shared Dispositive Power 523,035 shares


	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 523,035 shares


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


	11.	Percent of Class Represented by Amount in Row (9) 2.6%


	12.	Type of Reporting Person (See Instructions) IA

CUSIP No. 67552A108					13G


	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).

		Peter Kolchinsky


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

		(b)	¨


	3.	SEC Use Only


	4.	Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power 0 shares


			6.	Shared Voting Power 523,035 shares


			7.	Sole Dispositive Power 0 shares


			8.	Shared Dispositive Power 523,035 shares


	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 523,035 shares


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


	11.	Percent of Class Represented by Amount in Row (9) 2.6%


	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 67552A108					13G


	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).

		RA Capital Healthcare Fund, L.P.


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

		(b)	¨


	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 429,123 shares


			7.	Sole Dispositive Power 0 shares


			8.	Shared Dispositive Power 429,123 shares


	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 429,123 shares


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


	11.	Percent of Class Represented by Amount in Row (9) 2.2%


	12.	Type of Reporting Person (See Instructions) PN (Limited Partnership)

CUSIP No. 67552A108

Item 1.

(a) Name of Issuer Ocera Therapeutics, Inc. (the “Issuer”).

(b) Address of the Issuer’s Principal Executive Offices: 525 University Avenue, Suite 610, Palo Alto, CA, 94301.

Item 2.

(a) Name of Person Filing: This joint statement on Schedule 13G is being filed by Peter Kolchinsky, RA Capital Management, LLC (“Capital”), and RA Capital Healthcare Fund, L.P. (the “Fund”). Mr. Kolchinsky, Capital and the Fund are collectively referred to herein as the “Reporting Persons.”

(b) Address of Principal Business Office: The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20 Park Plaza, Suite 1200, Boston, MA 02116.

(c) Citizenship: Capital is a Massachusetts limited liability company. The Fund is a Delaware limited partnership. Mr. Kolchinsky is a United States citizen.

(d) Title and Class of Securities: Common stock (“Common Stock”).

(e) CUSIP Number: 67552A108.

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:

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:**

RA Capital Management, LLC - 523,035 shares

Peter Kolchinsky - 523,035 shares

RA Capital Healthcare Fund, L.P. – 429,123 shares

(b)

Percent of Class:**

RA Capital Management, LLC – 2.6%

Peter Kolchinsky – 2.6%

RA Capital Healthcare Fund, L.P. – 2.2%

CUSIP No. 67552A108

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote **

RA Capital Management, LLC - 0 shares

Peter Kolchinsky - 0 shares

RA Capital Healthcare Fund, L.P. - 0 shares

(ii)

shared power to vote or to direct the vote**

RA Capital Management, LLC - 523,035 shares

Peter Kolchinsky - 523,035 shares

RA Capital Healthcare Fund, L.P. – 429,123 shares

(iii)

sole power to dispose or to direct the disposition of**

RA Capital Management, LLC - 0 shares

Peter Kolchinsky - 0 shares

RA Capital Healthcare Fund, L.P. - 0 shares

(iv)

shared power to dispose or to direct the disposition of**

RA Capital Management, LLC - 523,035 shares

Peter Kolchinsky - 523,035 shares

RA Capital Healthcare Fund, L.P. – 429,123 shares

** Shares reported herein for the Reporting Persons represent shares of Common Stock beneficially owned and held of record by the Fund and shares of Common Stock the Reporting Persons have the right to acquire within 60 days of this filing through the exercise of warrants dated November 8, 2013 (“Warrant Shares”). In the aggregate, the Reporting Persons own 105,559 Warrants Shares, beneficially owned as set forth below. Shares reported herein for Capital represent (a) the above-referenced shares of Common Stock and Warrants Shares reported for the Fund, for which the LLC serves as the sole general partner, and (b) shares of Common Stock and Warrant Shares held in a separately managed account for which Capital serves as investment adviser. Shares reported herein for Mr. Kolchinsky represent the above-referenced shares of Common Stock and Warrant Shares reported for Capital, for which Mr. Kolchinsky serves as the manager. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

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 x.

Item 6.

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

Not applicable.

CUSIP No. 67552A108

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:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

By signing below I hereby 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.

Exhibits

Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on May 8, 2013.

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 17, 2015

	RA CAPITAL MANAGEMENT, LLC

	By: /s/ Peter Kolchinsky
	Peter Kolchinsky
	Manager

	PETER KOLCHINSKY

	/s/ Peter Kolchinsky

	RA CAPITAL HEALTHCARE FUND, L.P.

	By: RA Capital Management, LLC
	General Partner

	By: /s/ Peter Kolchinsky
	Peter Kolchinsky
	Manager