UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(Rule 13d-102)
(Amendment No. 3)
NEUROGESX, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
641252101
(CUSIP Number)
December 31, 2012
(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)
* | The remainder of this cover page shall be filled out for a reporting persons 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. 641252101 | 13G/A | Page 2 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS
SVLSF IV, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
1,497,550 | ||||
6. | SHARED VOTING POWER
-0- | |||||
7. | SOLE DISPOSITIVE POWER
1,497,550 | |||||
8. | SHARED DISPOSITIVE POWER
-0- | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,497,550 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5% | |||||
12. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 641252101 | 13G/A | Page 3 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS
SV LIFE SCIENCES FUND IV (GP), L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
1,497,550 | ||||
6. | SHARED VOTING POWER
- 0 - | |||||
7. | SOLE DISPOSITIVE POWER
1,497,550 | |||||
8. | SHARED DISPOSITIVE POWER
- 0 - | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,497,550 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 641252101 | 13G/A | Page 4 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS
SV LIFE SCIENCES FUND IV, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
1,497,550 | ||||
6. | SHARED VOTING POWER
- 0 - | |||||
7. | SOLE DISPOSITIVE POWER
1,497,550 | |||||
8. | SHARED DISPOSITIVE POWER
- 0 - | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,497,550 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 641252101 | 13G/A | Page 5 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS
SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
1,497,550 | ||||
6. | SHARED VOTING POWER
- 0 - | |||||
7. | SOLE DISPOSITIVE POWER
1,497,550 | |||||
8. | SHARED DISPOSITIVE POWER
- 0 - | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,497,550 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 641252101 | 13G/A | Page 6 of 10 Pages |
Item 1 | (a). |
Name of Issuer: | ||||||||||
NeurogesX, Inc. (the Issuer) | ||||||||||||
Item 1 | (b). |
Address of Issuers Principal Executive Offices: | ||||||||||
999 Baker Way, Suite 200 San Mateo, California 94404 |
||||||||||||
Item 2 | (a). |
Name of Persons Filing: | ||||||||||
This statement is filed on behalf of the following persons with respect to shares of Common Stock of the Issuer beneficially owned by such persons: |
||||||||||||
(i) SV Life Sciences Fund IV, L.P. (SVLS IV LP) (holding 1,456,207 shares of Common Stock) and SV Life Sciences Fund IV Strategic Partners, L.P. (Strategic Partners) (holding 41,343 shares of Common Stock), 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: | ||||||||||
The address of the principal business office of the Reporting Persons is: | ||||||||||||
c/o SV Life Sciences One Boston Place, Suite 3900 Boston, Massachusetts 02108 |
||||||||||||
Item 2 | (c). |
Citizenship: | ||||||||||
SVLS IV LP - Delaware Strategic Partners - Delaware 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. | 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: | |||||||||||
(a) | ¨ | Broker or dealer registered under Section 15 of the Act; | ||||||||||
(b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | ||||||||||
(c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | ||||||||||
(d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||||||||
(e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||||||||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||||||||
(g) | ¨ | A parent holding company or control person in accordance with §240.13d-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) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||||||||||
(k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||||||||||
If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the type of institution: . |
CUSIP No. 641252101 | 13G/A | Page 7 of 10 Pages |
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:
1,497,550 shares of Common Stock |
|||||||||
(b) | Percent of class:
4.5% |
|||||||||
(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:
1,497,550 |
|||||||||
(iii) | Shared power to dispose or to direct the disposition of:
0 |
|||||||||
(iv) | Sole power to dispose or to direct the disposition of:
1,497,550 |
|||||||||
The foregoing percentages are calculated based on the 33,333,119 shares of Common Stock of the Issuer outstanding as of October 31, 2012 as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012. | ||||||||||
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 each reporting person has ceased to be the beneficial owner of more than 5 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. |
||||||||||
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. | |||||||||
Each of the Reporting Persons hereby makes the following 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/A | Page 8 of 10 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.
Date: February 13, 2013
SVLSF IV, LLC | ||
By: | /s/ Denise Marks | |
Name: | Denise Marks | |
Title: | Member | |
SV LIFE SCIENCES FUND IV (GP), L.P. | ||
By: SVLSF IV LLC, its General Partner | ||
By: | /s/ Denise Marks | |
Name: | Denise Marks | |
Title: | Member | |
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 | ||
By: | /s/ Denise Marks | |
Name: | Denise Marks | |
Title: | Member | |
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 | ||
By: | /s/ Denise Marks | |
Name: | Denise Marks | |
Title: | Member |
CUSIP No. 641252101 | 13G/A | Page 9 of 10 Pages |
Index Exhibit
SCHEDULE 13G
Exhibit |
Exhibit Description | |
1 | Joint Filing Agreement |
Exhibit 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 Forms 3, 4, 5 and Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of NeurogesX, 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 3, 4, 5 and 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 13, 2013.
SVLSF IV, LLC | ||
By: | /s/ Denise Marks | |
Name: | Denise Marks | |
Title: | Member | |
SV LIFE SCIENCES FUND IV (GP), L.P. | ||
By: SVLSF IV LLC, its General Partner | ||
By: | /s/ Denise Marks | |
Name: | Denise Marks | |
Title: | Member |
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 | ||
By: | /s/ Denise Marks | |
Name: | Denise Marks | |
Title: | Member | |
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 | ||
By: | /s/ Denise Marks | |
Name: | Denise Marks | |
Title: | Member |