-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+4M2KfU/NC0Rb9EKlTk6fAOIzvG/d2p2opVQnD7v1Kwh/URyaSwISPBSyiUWpoe qfVgxix/wfAW+i/CTQB9UA== 0000950135-08-000008.txt : 20080102 0000950135-08-000008.hdr.sgml : 20080101 20080102172443 ACCESSION NUMBER: 0000950135-08-000008 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080102 DATE AS OF CHANGE: 20080102 GROUP MEMBERS: SV LIFE SCIENCES FUND IV (GP), L.P. GROUP MEMBERS: SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L.P. GROUP MEMBERS: SV LIFE SCIENCES FUND IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NeurogesX Inc CENTRAL INDEX KEY: 0001385830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943307935 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82872 FILM NUMBER: 08502795 BUSINESS ADDRESS: STREET 1: 2215 BRIDGEPOINTE PARKWAY STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-358-3300 MAIL ADDRESS: STREET 1: 2215 BRIDGEPOINTE PARKWAY STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SVLSF IV, LLC CENTRAL INDEX KEY: 0001422339 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SCHRODER ADMIN SVCS (BERMUDA) LTD STREET 2: 22 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441 298 7110 MAIL ADDRESS: STREET 1: C/O SCHRODER ADMIN SVCS (BERMUDA) LTD STREET 2: 22 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 SC 13G 1 b67976nxsc13g.txt FORM SC 13G - NEUROGESX, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) NeurogesX, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 641252101 (CUSIP Number) December 23, 2007 (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) CUSIP No. 641252101 13G Page 2 of 12 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SVLSF IV, 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 DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 3,136,315 6. SHARED VOTING POWER --0-- 7. SOLE DISPOSITIVE POWER 3,136,315 8. SHARED DISPOSITIVE POWER --0-- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,136,315 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 641252101 13G Page 3 of 12 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SV LIFE SCIENCES FUND IV (GP), 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 3,136,315 6. SHARED VOTING POWER --0-- 7. SOLE DISPOSITIVE POWER 3,136,315 8. SHARED DISPOSITIVE POWER --0-- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,136,315 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 641252101 13G Page 4 of 12 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SV LIFE SCIENCES FUND IV, 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 3,136,315 6. SHARED VOTING POWER --0-- 7. SOLE DISPOSITIVE POWER 3,136,315 8. SHARED DISPOSITIVE POWER --0-- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,136,315 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 641252101 13G Page 5 of 12 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, 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 3,136,315 6. SHARED VOTING POWER --0-- 7. SOLE DISPOSITIVE POWER 3,136,315 8. SHARED DISPOSITIVE POWER --0-- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,136,315 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 641252101 13G Page 6 of 12 Pages ITEM 1(a). NAME OF ISSUER: NeurogesX, Inc. (the "Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2215 Bridgepointe Parkway, Suite 200 San Mateo, CA 94404 ITEM 2(a). NAME OF PERSON FILING: This statement is being filed by the following persons: (i) SV Life Sciences Fund IV, L.P. ("SVLS IV LP") and SV Life Sciences Fund IV Strategic Partners, L.P. ("Strategic Partners"), each a Delaware limited partnership (collectively, the "Funds"), direct owners of the shares of Common Stock of the Issuer; (ii) SV Life Sciences Fund IV (GP), L.P., a Delaware limited partnership ("SVLS IV GP") and general partner of SVLS IV LP and Strategic Partners; and (iii) SVLSF IV, LLC, a Delaware limited liability company and general partner of SVLS IV GP. Each of SVLS IV LP, Strategic Partners, SVLS IV GP and SVLSF IV, LLC are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Address for SVLS IV LP, Strategic Partners, SVLS IV GP and SVLSF IV, LLC: c/o SV Life Sciences 60 State Street, Suite 3650 Boston, MA 02109 ITEM 2(c). CITIZENSHIP: SVLS IV LP - Delaware Strategic Partners - Delaware CUSIP No. 641252101 13G Page 7 of 12 Pages SVLS IV GP - Delaware SVLSF IV, LLC - Delaware ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 641252101 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. For each of SVLS IV LP, Strategic Partners, SVLS IV GP and SVLSF IV, LLC: (a) Amount beneficially owned: 3,136,315 shares of Common Stock (b) Percent of class: 17.2% (c) Number of shares as to which such person has: (i) Shared power to vote or to direct the vote: --0-- (ii) Sole power to vote or to direct the vote: 3,136,315 (iii) Shared power to dispose or to direct the disposition of: --0-- (iv) Sole power to dispose or to direct the disposition of: 3,136,315 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. Not applicable. CUSIP No. 641252101 13G Page 8 of 12 Pages 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. 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. CUSIP No. 641252101 13G Page 9 of 12 Pages 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. January 2, 2007 ---------------------------------------------------- Date SVLSF IV, LLC /s/ Denise Marks ---------------------------------------------------- Signature Denise Marks, Member ---------------------------------------------------- Name/Title SV Life Sciences Fund IV (GP), L.P. By: SVLSF IV LLC, its General Partner /s/ Denise Marks ---------------------------------------------------- Signature Denise Marks, Member ---------------------------------------------------- Name/Title CUSIP No. 641252101 13G Page 10 of 12 Pages SV Life Sciences Fund IV, L.P. By: SV Life Sciences Fund IV (GP), L.P., its General Partner By: SVLSF IV, LLC, its General Partner /s/ Denise Marks ---------------------------------------------------- Signature Denise Marks, Member ---------------------------------------------------- Name/Title SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L.P. By: SV Life Sciences Fund IV (GP), L.P., its General Partner By: SVLSF IV, LLC, its General Partner /s/ Denise Marks ---------------------------------------------------- Signature Denise Marks, Member ---------------------------------------------------- Name/Title CUSIP No. 641252101 13G Page 11 of 12 Pages EXHIBIT INDEX Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. CUSIP No. 641252101 13G Page 12 of 12 Pages Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. January 2, 2007 ---------------------------------------------------- Date SVLSF IV, LLC /s/ Denise Marks ---------------------------------------------------- Signature Denise Marks, Member ---------------------------------------------------- Name/Title SV Life Sciences Fund IV (GP), By: SVLSF IV LLC, its General Partner ---------------------------------------------------- /s/ Denise Marks ---------------------------------------------------- Signature Denise Marks, Member ---------------------------------------------------- Name/Title SV Life Sciences Fund IV, L.P. By: SV Life Sciences Fund IV (GP), L.P., its General Partner By: SVLSF IV, LLC, its General Partner /s/ Denise Marks ---------------------------------------------------- Signature Denise Marks, Member ---------------------------------------------------- Name/Title SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L.P. By: SV Life Sciences Fund IV (GP), L.P., its General Partner By: SVLSF IV, LLC, its General Partner /s/ Denise Marks ---------------------------------------------------- Signature Denise Marks, Member ---------------------------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----