0001144204-12-002303.txt : 20120113 0001144204-12-002303.hdr.sgml : 20120113 20120113154035 ACCESSION NUMBER: 0001144204-12-002303 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120113 DATE AS OF CHANGE: 20120113 GROUP MEMBERS: DR. JAMES I. HEALY GROUP MEMBERS: DR. MICHAEL F. POWELL GROUP MEMBERS: ERIC P. BUATOIS GROUP MEMBERS: SOFINNOVA MANAGEMENT VII, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Trius Therapeutics Inc CENTRAL INDEX KEY: 0001356857 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201320630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85614 FILM NUMBER: 12526553 BUSINESS ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-452-0370 MAIL ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFINNOVA VENTURE PARTNERS VII L P CENTRAL INDEX KEY: 0001380734 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 140 GEARY ST 10TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 415-228-3390 MAIL ADDRESS: STREET 1: 140 GEARY ST 10TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 SC 13D/A 1 v245468_13da.htm AMENDED TRANSACTION REPORT Unassociated Document
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 2)

Trius Therapeutics, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

89685K100
(CUSIP Number)

Nathalie Auber
Sofinnova Ventures, Inc.
2800 Sand Hill Road, Suite 150
Menlo Park, CA  94023
(650) 681-8136
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

COPY TO:
Linda Daley, Esq.
c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1200 Seaport Blvd., Redwood City, CA  94063
(650) 463-5243

January 12, 2012
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
*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.
 
This 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).
 
Page 1 of 8 Pages

 
 
 
 
CUSIP NO. 89685K100
13 D
Page 2 of 8 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Venture Partners VII, L.P. (“SVP VII”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o                    (b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                                      0.0%
14
TYPE OF REPORTING PERSON                                                                                                PN

 
 
 
 
CUSIP NO. 89685K100
13 D
Page 3 of 8 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Management VII, L.L.C. (“SM VII”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o                    (b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION         Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
144,622 shares, except that Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Eric P. Buatois (“Buatois”), the managing members of SM VII, may be deemed to have shared power to vote these shares.
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
144,622 shares, except that Powell, Healy and Buatois, the managing members of SM VII, may be deemed to have shared power to dispose of these shares.
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                  144,622
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES                 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                                       0.0%
14
TYPE OF REPORTING PERSON                                                                                                 OO

 
 
 
 
CUSIP NO. 89685K100
13 D
Page 4 of 8 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Michael F. Powell (“Powell”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o                    (b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                     U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
33,302 shares issuable to Powell pursuant to outstanding options exercisable within 60 days of January 12, 2012, 3,000 unvested shares of which are subject to a right of repurchase as of March 12, 2012.
8
SHARED VOTING POWER
144,622 shares, all of which are directly owned by SM VII, and Powell, a managing member of SM VII, may be deemed to have shared voting power to vote these shares.
9
SOLE DISPOSITIVE POWER
33,302 shares issuable to Powell pursuant to outstanding options exercisable within 60 days of January 12, 2012, 3,000 unvested shares of which are subject to a right of repurchase as of March 12, 2012.
10
SHARED DISPOSITIVE POWER
144,622 shares, all of which are directly owned by SM VII, and Powell, a managing member of SM VII, may be deemed to have shared power to dispose of these shares.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                    177,924
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES                 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                                         0.0%
14
TYPE OF REPORTING PERSON                                                                                                   IN

 
 
 
 
CUSIP NO. 89685K100
13 D
Page 5 of 8 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. James I. Healy (“Healy”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o                    (b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
144,622 shares, all of which are directly owned by SM VII, and Healy, a managing member of SM VII, may be deemed to have shared voting power to vote these shares.
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
144,622 shares, all of which are directly owned by SM VII, and Healy, a managing member of SM VII, may be deemed to have shared power to dispose of these shares.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   144,622
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES                 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                                         0.0%
14
TYPE OF REPORTING PERSON                                                                                                   IN

 
 
 
 
CUSIP NO. 89685K100
13 D
Page 6 of 8 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eric P. Buatois (“Buatois”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o                    (b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Permanent Resident
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
144,622 shares, all of which are directly owned by SM VII, and Buatois, a managing member of SM VII, may be deemed to have shared voting power to vote these shares.
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
144,622 shares, all of which are directly owned by SM VII, and Buatois, a managing member of SM VII, may be deemed to have shared power to dispose of these shares.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                  144,622
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES                 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                                       0.0%
14
TYPE OF REPORTING PERSON                                                                                                  IN

 
 
 
 
CUSIP NO. 89685K100
13 D
Page 7 of 8 Pages


Statement on Schedule 13D
 
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D initially filed on August 16, 2010 (as amended, the “Schedule 13D”) on behalf of Sofinnova Venture Partners VII, L.P., Sofinnova Management VII, L.L.C., Dr. Michael F. Powell, Dr. James I. Healy, and Eric P. Buatois (collectively, the “Reporting Persons”) relating to the beneficial ownership of common stock, par value $0.0001 per share (the “Common Stock”) of Trius Therapeutics, Inc., a Delaware corporation (the “Issuer”).  Except as set forth below, this Amendment No. 2 does not supplement, restate or amend any of the other information disclosed in the Schedule 13D. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Schedule 13D.
 
ITEM 4.                  Purpose of Transaction.
 
On January 12, 2012, Sofinnova Venture Partners VII, L.P. distributed 3,615,572 shares of Common Stock without consideration to its partners pro rata pursuant to its partnership agreement and a Rule 10b5-1 Distribution Plan between Sofinnova Venture Partners VII, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated November 29, 2011, previously filed as an exhibit to Amendment No. 1 to the Schedule 13D (as amended to date, the “Rule 10b5-1 Plan”).
 
ITEM 5.                  Interest in Securities of the Issuer.
 
Clauses (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
 
(a) See Rows 11 and 13 for each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 28,555,800 shares of Common Stock outstanding as of November 4, 2011, as reported by the Issuer.
 
 
(b) See Rows 7, 8, 9, and 10 for each Reporting Person.
 
(c) On January 12, 2012, Sofinnova Venture Partners VII, L.P. distributed 3,615,572 shares of Common Stock without consideration to its partners pro rata pursuant to its partnership agreement and the Rule 10b5-1 Plan. Soffinova Management VII, L.L.C., received 144,622 shares of Common Stock in connection with this distribution.
 

 
 
 
 
CUSIP NO. 89685K100
13 D
Page 8 of 8 Pages


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.

Date:  January 13, 2012

 
SOFINNOVA VENTURE PARTNERS VII, L.P., a
 
Delaware Limited Partnership
     
 
By:
SOFINNOVA MANAGEMENT VII, L.L.C., a Delaware Limited Liability Company
     
 
Its:
General Partner
 
By:
/s/ Nathalie Auber
   
Nathalie Auber
   
Attorney-in-Fact
     
     
 
SOFINNOVA MANAGEMENT VII, a Delaware Limited
 
Liability Company
     
 
By:
/s/ Nathalie Auber
   
Nathalie Auber
   
Attorney-in-Fact
     
     
 
DR. JAMES I. HEALY
 
DR. MICHAEL F. POWELL
 
ERIC P. BUATOIS
     
 
By:
/s/ Nathalie Auber
   
Nathalie Auber
   
Attorney-in-Fact

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