0001193125-14-060925.txt : 20140220 0001193125-14-060925.hdr.sgml : 20140220 20140220171706 ACCESSION NUMBER: 0001193125-14-060925 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140220 DATE AS OF CHANGE: 20140220 GROUP MEMBERS: CMEA VENTURES VII (PARALLEL), L.P. GROUP MEMBERS: CMEA VENTURES VII GP, L.P. GROUP MEMBERS: CMEA VENTURES VII, GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Auspex Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001454189 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 954862842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87930 FILM NUMBER: 14630617 BUSINESS ADDRESS: STREET 1: 3366 N. TORREY PINES COURT STREET 2: SUITE 225 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 558-2400 MAIL ADDRESS: STREET 1: 3366 N. TORREY PINES COURT STREET 2: SUITE 225 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CMEA Ventures VII LP CENTRAL INDEX KEY: 0001405712 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: One Embarcadero Center CITY: San Francisco STATE: CA ZIP: 94111 BUSINESS PHONE: 415-352-1520 MAIL ADDRESS: STREET 1: One Embarcadero Center CITY: San Francisco STATE: CA ZIP: 94111 SC 13G 1 d677797dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

AUSPEX PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

05211J102

(CUSIP Number)

February 10, 2014

(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 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 11 pages

  1   

Names of reporting persons

 

CMEA Ventures VII, GP, LLC

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x (1)

 

  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 Shares

   6   

Shared voting power

 

    4,187,677 Shares (2)

   7   

Sole dispositive power

 

    0 Shares

   8   

Shared dispositive power

 

    4,187,677 Shares (2)

  9  

Aggregate amount beneficially owned by each reporting person

 

    4,187,677 Shares (2)

10  

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    17.5% (3)

12  

Type of reporting person

 

    OO

 

(1) This Schedule 13G is filed by CMEA Ventures VII GP, LLC (“CMEA GP LLC”), CMEA Ventures VII GP, L.P. (CMEA GP LP”), CMEA Ventures VII, L.P. (“CMEA”) and CMEA Ventures VII (Parallel), L.P. (“CMEA Parallel”), (together, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CMEA GP LLC serves as the general partner of CMEA GP LP, which serves as the general partner of CMEA and CMEA Parallel and may be deemed to own beneficially the shares held by CMEA and CMEA Parallel.
(2) Includes 3,772,938 shares of Common Stock and immediately exercisable warrants to purchase 310,001 shares of Common Stock held by CMEA VII and 96,791 shares of Common Stock and immediately exercisable warrants to purchase 7,947 shares of Common Stock held by CMEA Parallel.
(3) The percentage is based upon 23,576,538 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its final prospectus dated February 4, 2014.

 

2

  1   

Names of reporting persons

 

CMEA Ventures VII GP, L.P.

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x (1)

 

  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 Shares

   6   

Shared voting power

 

    4,187,677 Shares (2)

   7   

Sole dispositive power

 

    0 Shares

   8   

Shared dispositive power

 

    4,187,677 Shares (2)

  9  

Aggregate amount beneficially owned by each reporting person

 

    4,187,677 Shares (2)

10  

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    17.5% (3)

12  

Type of reporting person

 

    PN

 

(1) This Schedule 13G is filed by CMEA Ventures VII GP, LLC (“CMEA GP LLC”), CMEA Ventures VII GP, L.P. (CMEA GP LP”), CMEA Ventures VII, L.P. (“CMEA”) and CMEA Ventures VII (Parallel), L.P. (“CMEA Parallel”), (together, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CMEA GP LLC serves as the general partner of CMEA GP LP, which serves as the general partner of CMEA and CMEA Parallel and may be deemed to own beneficially the shares held by CMEA and CMEA Parallel.
(2) Includes 3,772,938 shares of Common Stock and immediately exercisable warrants to purchase 310,001 shares of Common Stock held by CMEA VII and 96,791 shares of Common Stock and immediately exercisable warrants to purchase 7,947 shares of Common Stock held by CMEA Parallel.
(3) The percentage is based upon 23,576,538 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its final prospectus dated February 4, 2014.

 

3

  1   

Names of reporting persons

 

CMEA Ventures VII, L.P.

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x (1)

 

  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 Shares

   6   

Shared voting power

 

    4,187,677 Shares (2)

   7   

Sole dispositive power

 

    0 Shares

   8   

Shared dispositive power

 

    4,187,677 Shares (2)

  9  

Aggregate amount beneficially owned by each reporting person

 

    4,187,677 Shares (2)

10  

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    17.5% (3)

12  

Type of reporting person

 

    PN

 

(1) This Schedule 13G is filed by CMEA Ventures VII GP, LLC (“CMEA GP LLC”), CMEA Ventures VII GP, L.P. (CMEA GP LP”), CMEA Ventures VII, L.P. (“CMEA”) and CMEA Ventures VII (Parallel), L.P. (“CMEA Parallel”), (together, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CMEA GP LLC serves as the general partner of CMEA GP LP, which serves as the general partner of CMEA and CMEA Parallel and may be deemed to own beneficially the shares held by CMEA and CMEA Parallel.
(2) Includes 3,772,938 shares of Common Stock and immediately exercisable warrants to purchase 310,001 shares of Common Stock held by CMEA VII and 96,791 shares of Common Stock and immediately exercisable warrants to purchase 7,947 shares of Common Stock held by CMEA Parallel.
(3) The percentage is based upon 23,576,538 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its final prospectus dated February 4, 2014.

 

4

  1   

Names of reporting persons

 

CMEA Ventures VII (Parallel), L.P.

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x (1)

 

  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 Shares

   6   

Shared voting power

 

    4,187,677 Shares (2)

   7   

Sole dispositive power

 

    0 Shares

   8   

Shared dispositive power

 

    4,187,677 Shares (2)

  9  

Aggregate amount beneficially owned by each reporting person

 

    4,187,677 Shares (2)

10  

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    17.5% (3)

12  

Type of reporting person

 

    PN

 

(1) This Schedule 13G is filed by CMEA Ventures VII GP, LLC (“CMEA GP LLC”), CMEA Ventures VII GP, L.P. (CMEA GP LP”), CMEA Ventures VII, L.P. (“CMEA”) and CMEA Ventures VII (Parallel), L.P. (“CMEA Parallel”), (together, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CMEA GP LLC serves as the general partner of CMEA GP LP, which serves as the general partner of CMEA and CMEA Parallel and may be deemed to own beneficially the shares held by CMEA and CMEA Parallel.
(2) Includes 3,772,938 shares of Common Stock and immediately exercisable warrants to purchase 310,001 shares of Common Stock held by CMEA VII and 96,791 shares of Common Stock and immediately exercisable warrants to purchase 7,947 shares of Common Stock held by CMEA Parallel.
(3) The percentage is based upon 23,576,538 shares 3 Common Stock of the Issuer outstanding as reported by the Issuer in its final prospectus dated February 4, 2014.

 

5

Item 1(a).

   

Name of Issuer:

Auspex Pharmaceuticals, Inc.

Item 1(b).

   

Address of Issuer’s Principal Executive Offices:

3366 North Torrey Pines Court, Suite 225

La Jolla, CA 92037

Item 2(a).

   

Name of Person Filing:

This Schedule 13G is being jointly filed by:

  

CMEA Ventures VII GP, LLC (“CMEA GP LLC”)

CMEA Ventures VII GP, L.P. (“CMEA GP LP”)

CMEA Ventures VII, L.P. (“CMEA”)

CMEA Ventures VII Parallel), L.P. (“CMEA Parallel”)

Item 2(b).

   

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

CMEA Capital

One Letterman Drive, Building C, Suite CM 500

San Francisco, CA 94129

Item 2(c).

    Citizenship:     
  

CMEA GP LLC

CMEA GP LP

CMEA

CMEA Parallel

  

-

 

-

-

   

Delaware Limited Liability Company

Delaware Limited Partnership

Delaware Limited Partnership

Delaware Limited Partnership

Item 2(d).

   

Title of Class of Securities:

Not Applicable.

Item 2(e).

   

CUSIP No.:

05211J102

   

Item 3.

    Not Applicable.

 

6

Item 4. Ownership

 

CMEA Entity

    Shares Held
Directly		      Sole
Voting
Power		      Shared
Voting
Power		      Sole
Dispositive
Power		      Shared
Dispositive
Power		      Beneficial
Ownership		      Percentage
of Class		  

CMEA

      3,772,938         0         3,772,938         0         3,772,938         4,082,939         17.3 % 

CMEA Parallel

      96,791         0         96,791         0         96,791         104,738         0.2 % 

 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨

 

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. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

8

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.

Dated: February 20, 2014

 

CMEA Ventures VII GP, LLC
By:  

/s/ David Collier

  David Collier, Manager
CMEA Ventures VII GP, L.P.
By:   CMEA Ventures VII GP, LLC
Its:   Sole General Partner
By:  

/s/ David Collier

  David Collier, Manager
CMEA Ventures VII, L.P.
By:   CMEA Ventures VII GP, LP
Its:   Sole General Partner
By:  

/s/ David Collier

  David Collier, General Partner
CMEA Ventures VII (Parallel), L.P.
By:   CMEA Ventures VII GP, LP
Its:   Sole General Partner
By:  

/s/ David Collier

  David Collier, General Partner

 

9

EXHIBIT INDEX

 

Exhibit
No.

     
99.1    Agreement pursuant to 13d-1(k)(1) among CMEA Ventures VII GP, LLC, CMEA Ventures VII, GP, L.P., CMEA Ventures VII, L.P. and CMEA Ventures VII (Parallel), L.P.

 

10

EX-99.1 2 d677797dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

Dated: February 20, 2014

 

CMEA Ventures VII GP, LLC
By:  

/s/ David Collier

  David Collier, Manager
CMEA Ventures VII GP, L.P.
By:   CMEA Ventures VII GP, LLC
Its:   Sole General Partner
By:  

/s/ David Collier

  David Collier, Manager
CMEA Ventures VII, L.P.
By:   CMEA Ventures VII GP, LP
Its:   Sole General Partner
By:  

/s/ David Collier

  David Collier, General Partner
CMEA Ventures VII (Parallel), L.P.
By:   CMEA Ventures VII GP, LP
Its:   Sole General Partner
By:  

/s/ David Collier

  David Collier, General Partner

 

11