0001104659-12-009577.txt : 20120214 0001104659-12-009577.hdr.sgml : 20120214 20120214123123 ACCESSION NUMBER: 0001104659-12-009577 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: VIVO VENTURES FUND V, L.P. GROUP MEMBERS: VIVO VENTURES FUND VI, L.P. GROUP MEMBERS: VIVO VENTURES VI, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sagent Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001369786 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86638 FILM NUMBER: 12606484 BUSINESS ADDRESS: STREET 1: 1901 NORTH ROSELLE ROAD, SUITE 700 CITY: SCHAUMBURG STATE: IL ZIP: 60195 BUSINESS PHONE: 847-908-1604 MAIL ADDRESS: STREET 1: 1901 NORTH ROSELLE ROAD, SUITE 700 CITY: SCHAUMBURG STATE: IL ZIP: 60195 FORMER COMPANY: FORMER CONFORMED NAME: Sagent Holding Co. DATE OF NAME CHANGE: 20090529 FORMER COMPANY: FORMER CONFORMED NAME: NHS PHARMACEUTICALS DATE OF NAME CHANGE: 20060720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vivo Ventures V, LLC CENTRAL INDEX KEY: 0001399028 IRS NUMBER: 841663511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-688-0818 MAIL ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 a12-4947_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Sagent Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

786692103

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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).

 


 

CUSIP No. 786692103

 

 

1.

Names of Reporting Persons
Vivo Ventures V, LLC

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
4,157,962

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,157,962

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,157,962

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.9%(1)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)  All percentages set forth in the cover pages to this Schedule 13G were calculated based on 27,901,184 shares of common stock outstanding as of December 31, 2011, as indicated by Sagent Pharmaceuticals, Inc.

 

2


 

CUSIP No. 786692103

 

 

1.

Names of Reporting Persons
Vivo Ventures Fund V, L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
4,109,730

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,109,730

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,109,730

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.7%(2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(2)  All percentages set forth in the cover pages to this Schedule 13G were calculated based on 27,901,184 shares of common stock outstanding as of December 31, 2011, as indicated by Sagent Pharmaceuticals, Inc.

 

3


 

CUSIP No. 786692103

 

 

1.

Names of Reporting Persons
Vivo Ventures VI, LLC

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
4,803,490

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,803,490

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,803,490

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.2%(3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(3)  All percentages set forth in the cover pages to this Schedule 13G were calculated based on 27,901,184 shares of common stock outstanding as of December 31, 2011, as indicated by Sagent Pharmaceuticals, Inc.

 

4


 

CUSIP No. 786692103

 

 

1.

Names of Reporting Persons
Vivo Ventures Fund VI, L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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

 

6.

Shared Voting Power
4,768,557

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,768,557

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,768,557

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.1%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(4)  All percentages set forth in the cover pages to this Schedule 13G were calculated based on 27,901,184 shares of common stock outstanding as of December 31, 2011, as indicated by Sagent Pharmaceuticals, Inc.

 

5


 

Item 1.

 

(a)

Name of Issuer
Sagent Pharmaceuticals, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
1901 N. Roselle Road, Suite 700

Schaumburg, Illinois 60195

 

Item 2.

 

(a)

Name of Person Filing
The names of the Reporting Persons are:

 

Vivo Ventures V, LLC (“Vivo V LLC”)

Vivo Ventures Fund V, L.P. (“Vivo V L.P.”)

Vivo Ventures VI, LLC (“Vivo VI LLC”)

Vivo Ventures Fund VI, L.P. (“Vivo VI L.P.”)

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office of the Reporting Persons is:

575 High Street, Suite 201

Palo Alto, CA 94301

 

(c)

Citizenship
Vivo Ventures V, LLC is a limited liability company organized under the laws of the State of Delaware.

Vivo Ventures Fund V, L.P. is a limited partnership organized under the laws of the State of Delaware.

Vivo Ventures VI, LLC is a limited liability company organized under the laws of the State of Delaware.

Vivo Ventures Fund VI, L.P. is a limited partnership organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share

 

(e)

CUSIP Number
786692103

 

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.

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

6


 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

Vivo V LLC, as the general partner of each of Vivo V L.P. and Vivo Ventures V Affiliates Fund, L.P. (“Affiliates V L.P.”), may be deemed to beneficially own 4,157,962 shares of Common Stock of the Issuer, representing approximately 14.9% of the shares of Common Stock of the Issuer outstanding as of December 31, 2011 (the “Outstanding Shares”).  As of December 31, 2011, Affiliates V L.P. held 48,232 shares of Common Stock of the Issuer, representing approximately 0.0% of the Outstanding Shares and Vivo V L.P. held 4,109,730 shares of Common Stock of the Issuer, representing 14.7% of the Outstanding Shares.

 

Vivo VI LLC, as the general partner of each of Vivo VI L.P. and Vivo Ventures VI Affiliates Fund, L.P. (“Affiliates VI L.P.”), may be deemed to beneficially own 4,803,490 shares of Common Stock of the Issuer, representing approximately 17.2% of the Outstanding Shares.  As of December 31, 2011, Affiliates VI L.P. held 34,933 shares of Common Stock of the Issuer, representing approximately 0.0% of the Outstanding Shares and Vivo VI L.P. held 4,768,557 shares of Common Stock of the Issuer, representing 17.1% of the Outstanding Shares.

 

Each of Vivo VI L.P., Affiliates VI L.P., Vivo V L.P. and Affiliates V L.P. is referred to herein as a “Fund” and each of Vivo VI LLC and Vivo V LLC is referred to herein as a “General Partner.”  Each of the Funds disclaims beneficial ownership of the shares of Common Stock owned by any other Fund.  Each of the General Partners disclaims beneficial ownership of the shares of Common Stock owned by any Fund for which it is not a General Partner and any shares of Common Stock beneficially owned by the other General Partner.

 

(b)

Percent of class:   

See Item 11of each cover page, which is based on Item 9 of the respective cover page. See also Item 4(a) above.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Item 5 of each cover page.

 

 

(ii)

Shared power to vote or to direct the vote    

See Item 6 of each cover page.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of each cover page.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of each cover page.

 

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   o.

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 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.

 

7


 

Item 10.

Certification

Not applicable.

 

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 14, 2012

 

 

 

VIVO VENTURES V, LLC

 

 

 

By:

/s/ Frank Kung

 

Name: Frank Kung

 

Title: Managing Member

 

 

 

VIVO VENTURES FUND V, L.P.

 

 

 

By:

/s/ Frank Kung

 

Name: Frank Kung

 

Title: Managing Member of Vivo Ventures V, LLC; General Partner of Vivo Ventures Fund V, L.P.

 

 

 

VIVO VENTURES VI, LLC

 

 

 

By:

/s/ Frank Kung

 

Name: Frank Kung

 

Title: Managing Member

 

 

 

VIVO VENTURES FUND VI, L.P.

 

 

 

By:

/s/ Frank Kung

 

Name: Frank Kung

 

Title: Managing Member of Vivo Ventures VI, LLC; General Partner of Vivo Ventures Fund VI, L.P.

 

8


 

Exhibit Index

 

Exhibit 1

 

Joint Filing Agreement under Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, dated February 14, 2012, by and among Vivo Ventures V, LLC, Vivo Ventures Fund V, L.P., Vivo Ventures VI, LLC and Vivo Ventures Fund VI, L.P.

 

9

 EX-99.1 2 a12-4947_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0l per share, of Sagent Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Forms Schedules 13D and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

 

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2012.

 

 

 

VIVO VENTURES V, LLC

 

By:

/s/ Frank Kung

 

Name: Frank Kung

 

Title: Managing Member

 

 

 

VIVO VENTURES FUND V, L.P.

 

 

 

By:

/s/ Frank Kung

 

Name: Frank Kung

 

Title: Managing Member of Vivo Ventures V, LLC; General Partner of Vivo Ventures Fund V, L.P.

 

 

 

VIVO VENTURES VI, LLC

 

 

 

By:

/s/ Frank Kung

 

Name: Frank Kung

 

Title: Managing Member

 

 

 

VIVO VENTURES FUND VI, L.P.

 

 

 

By:

/s/ Frank Kung

 

Name: Frank Kung

 

Title: Managing Member of Vivo Ventures VI, LLC; General Partner of Vivo Ventures Fund VI, L.P.