Schedule 13G

-----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, RNG5ro+khJJuzO13XIVCt5vxnl/DBHqyGk7fQNI2SP0bx29eLS3zaSfkaWtjheHb 9JddKRnbWCt1ebeh5OtGWQ== 0001193125-08-025809.txt : 20080211 0001193125-08-025809.hdr.sgml : 20080211 20080211163137 ACCESSION NUMBER: 0001193125-08-025809 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 GROUP MEMBERS: BRANDON H. HULL GROUP MEMBERS: CHP II MANAGEMENT LLC GROUP MEMBERS: JOHN J. PARK GROUP MEMBERS: JOHN K. CLARKE GROUP MEMBERS: LISA M. SKEETE TATUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sirtris Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001388775 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201410189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83484 FILM NUMBER: 08593878 BUSINESS ADDRESS: STREET 1: SUITE 104 STREET 2: 790 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-252-6920 MAIL ADDRESS: STREET 1: SUITE 104 STREET 2: 790 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Sirtris Pharmaceuticals DATE OF NAME CHANGE: 20070202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHP II LP CENTRAL INDEX KEY: 0001114499 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CARDINAL HEALTH PARTNERS STREET 2: 221 NASSAU ST CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Sirtris Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

82968A 10 5

(CUSIP Number)

December 31, 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)

¨ 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 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).

Page 1 of 13 Pages


CUSIP No. 82968A 10 5		13G		Page 2 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CHP II, L.P.
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 limited partnership


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0 shares
		6 SHARED VOTING POWER 2,073,469 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 2,073,469 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,469 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12	TYPE OF REPORTING PERSON * PN

Page 2 of 13 Pages


CUSIP No. 82968A 10 5		13G		Page 3 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CHP II Management LLC
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 limited liability company


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0 shares
		6 SHARED VOTING POWER 2,073,469 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 2,073,469 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,469 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12	TYPE OF REPORTING PERSON * OO

Page 3 of 13 Pages


CUSIP No. 82968A 10 5		13G		Page 4 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John K. Clarke
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 2,073,469 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 2,073,469 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,469 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12	TYPE OF REPORTING PERSON * IN

Page 4 of 13 Pages


CUSIP No. 82968A 10 5		13G		Page 5 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brandon H. Hull
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 2,073,469 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 2,073,469 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,469 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12	TYPE OF REPORTING PERSON * IN

Page 5 of 13 Pages


CUSIP No. 82968A 10 5		13G		Page 6 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John J. Park
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 2,073,469 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 2,073,469 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,469 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12	TYPE OF REPORTING PERSON * IN

Page 6 of 13 Pages


CUSIP No. 82968A 10 5		13G		Page 7 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lisa M. Skeete Tatum
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 2,073,469 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 2,073,469 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,469 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12	TYPE OF REPORTING PERSON * IN

Page 7 of 13 Pages

Schedule 13G

Item 1

(a).

Name of Issuer:

Sirtris Pharmaceuticals, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

200 Technology Square, Suite 300, Cambridge, Massachusetts 02139

Item 2

(a).

Names of Persons Filing:

(1) CHP II, L.P. (the “Fund”); (2) CHP II Management LLC, general partner of the Fund (the “General Partner”); (3) John K. Clarke, managing member of the General Partner; (4) Brandon H. Hull, managing member of the General Partner; (5) John J. Park, managing member of the General Partner; and (6) Lisa M. Skeete Tatum, managing member of the General Partner. The persons and entities named in this Item 2(a) are referred to individually as a “Filing Person” and collectively as the “Filing Persons.”

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The address of each of the Filing Persons is c/o Cardinal Partners, 600 Alexander Park, Princeton, New Jersey 08540.

Item 2

(c).

Citizenship:

The Fund is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. Each of Messrs. Clarke, Hull and Park and Ms. Tatum is a United States citizen.

Item 2

(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Common Stock”)

Item 2

(e).

CUSIP Number:

82968A 10 5

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

Page 8 of 13 Pages


Item 4.	Ownership.

	(a)	Amount Beneficially Owned:

		As of December 31, 2007, the Fund was the record holder of 2,073,469 shares of Common Stock (the “Record Shares”). By virtue of the affiliate relationship among the Fund and the General Partner, the General Partner may be deemed to own beneficially all of the Record Shares. In their capacities as individual managing members of the General Partner, Messrs. Clarke, Hull and Park and Ms. Skeete Tatum may be deemed to own beneficially all of the Record Shares. Each of the Filing Persons expressly disclaims beneficial ownership, except to the extent of its pecuniary interest therein, if any, of any shares of Common Stock of Sirtris Pharmaceuticals, Inc., except in the case of the Fund for the 2,073,469 shares which it holds.

	(b)	Percent of Class:

		Each Filing Person: 7.2%

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

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

			0 shares for each Filing Person.

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

			2,073,469 shares for each Filing Person.

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

			0 shares for each Filing Person.

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

			2,073,469 shares for each Filing 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.

	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. The Reporting Persons expressly disclaim membership in a “group” as defined in Rule 13d-1(b)(ii)(J).

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

Page 9 of 13 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

Dated: February 11, 2008


CHP II, L.P.		CHP II MANAGEMENT LLC

By:	CHP II Management LLC, its Sole General Partner

By:	/s/ John J. Park	By:	/s/ John J. Park
	John J. Park		John J. Park
	Managing Member		Managing Member

	/s/ John K. Clarke		/s/ Brandon H. Hull
	John K. Clarke		Brandon H. Hull

	/s/ John J. Park		/s/ Lisa M. Skeete Tatum
	John J. Park		Lisa M. Skeete Tatum

Page 10 of 13 Pages

Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Sirtris Pharmaceuticals, Inc.

EXECUTED as a sealed instrument this 11th day of February, 2008.


CHP II, L.P.		CHP II MANAGEMENT LLC

By:	CHP II Management LLC, its Sole General Partner

By:	/s/ John J. Park	By:	/s/ John J. Park
	John J. Park		John J. Park
	Managing Member		Managing Member

	/s/ John K. Clarke		/s/ Brandon H. Hull
	John K. Clarke		Brandon H. Hull

	/s/ John J. Park		/s/ Lisa M. Skeete Tatum
	John J. Park		Lisa M. Skeete Tatum

Page 11 of 13 Pages

Exhibit 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John J. Park, Andrew E. Taylor, Jr. and Matthew J. Andrus, and any one of them acting singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign for such person and in such person’s name, place and stead, in any and all capacities (until revoked in writing), any and all instruments, certificates and documents required to be executed on behalf of himself or herself as an individual or in his or her capacity as a managing member or general partner of any partnership, as the case may be, pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of February 11, 2008.


Signature:		/s/ John K. Clarke
Name:		John K. Clarke

Signature:		/s/ Brandon H. Hull
Name:		Brandon H. Hull

Signature:		/s/ Lisa M. Skeete Tatum
Name:		Lisa M. Skeete Tatum

Exhibit 3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints John K. Clarke, Andrew E. Taylor, Jr. and Matthew J. Andrus, and any one of them acting singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (until revoked in writing), any and all instruments, certificates and documents required to be executed on behalf of himself as an individual or in his capacity as a managing member or general partner of any partnership, as the case may be, pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as the undersigned might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of February 11, 2008.


Signature:		/s/ John J. Park
Name:		John J. Park

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