0001193125-16-464763.txt : 20160216 0001193125-16-464763.hdr.sgml : 20160215 20160216141634 ACCESSION NUMBER: 0001193125-16-464763 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: ALAN FRAZIER GROUP MEMBERS: FHM VI, L.L.C. GROUP MEMBERS: FHM VI, L.P. GROUP MEMBERS: JAMES TOPPER GROUP MEMBERS: NADER NAINI GROUP MEMBERS: NATHAN EVERY GROUP MEMBERS: PATRICK HERON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ProNAi Therapeutics Inc CENTRAL INDEX KEY: 0001290149 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89009 FILM NUMBER: 161426490 BUSINESS ADDRESS: STREET 1: 2150 ? 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 BUSINESS PHONE: 604-558-6536 MAIL ADDRESS: STREET 1: 2150 ? 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frazier Healthcare VI, L.P. CENTRAL INDEX KEY: 0001456656 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 601 UNION STREET, SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-621-7200 MAIL ADDRESS: STREET 1: 601 UNION STREET, SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13G 1 d279135dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2

(Amendment No.     )*

 

 

ProNAi Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

74346L101

(CUSIP Number)

December 31, 2015

(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).

 

 

 


CUSIP No. 74346L101    13G   

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Frazier Healthcare VI, 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

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,186,195 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

    2,186,195 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,186,195 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.27%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN

 

Page 2 of 14 Pages


CUSIP No. 74346L101    13G   

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

FHM VI, 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

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,186,195 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

    2,186,195 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,186,195 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.27%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

Page 3 of 14 Pages


CUSIP No. 74346L101    13G   

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

FHM VI, L.L.C.

  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

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,186,195 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,186,195 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,186,195 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.27%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

Page 4 of 14 Pages


CUSIP No. 74346L101    13G   

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alan Frazier

  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

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,186,195 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,186,195 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,186,195 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.27%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 5 of 14 Pages


CUSIP No. 74346L101    13G   

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nader Naini

  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

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,186,195 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,186,195 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,186,195 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.27%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 6 of 14 Pages


CUSIP No. 74346L101    13G   

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Patrick Heron

  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

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,186,195 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,186,195 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,186,195 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.27%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 7 of 14 Pages


CUSIP No. 74346L101    13G   

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

James Topper

  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

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,186,195 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,186,195 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,186,195 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.27%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 8 of 14 Pages


CUSIP No. 74346L101    13G   

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nathan Every

  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

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,186,195 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,186,195 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,186,195 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.27%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 9 of 14 Pages


CUSIP No. 74346L101    13G   

 

Schedule 13G

 

Item 1(a). Name of Issuer: ProNAi Therapeutics, Inc. (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

2150-885 West Georgia Street

Vancouver, British Columbia A1 V6C 3E8

 

Item 2(a). Name of Persons Filing:

Frazier Healthcare VI, L.P. (“FH VI”), FHM VI, L.P. (“FHM L.P.”) and FHM VI, L.L.C. (“FHM L.L.C.”), Alan Frazier (“Frazier”), Nader Naini (“Naini”), Patrick Heron (“Heron”), James Topper (“Topper”), Nathan Every (“Every”), (each, a “Reporting Person” and collectively, the “Reporting Persons”). FHM L.P. is the sole general partner of FH VI. FHM L.L.C. is the sole general partner of FHM L.P. Frazier, Naini, Heron, Topper, and Every (collectively, the “Members”) are all of the members of FHM L.L.C.

 

Item 2(b). Address of Principal Business Office or, if None, Residence: The address of each of the Reporting Persons is:

c/o Frazier Healthcare Ventures

601 Union Street, Suite 3200

Seattle, WA 98101

 

Item 2(c). Citizenship: FH VI and FHM L.P. are limited partnerships organized under the laws of the State of Delaware. FHM L.L.C. is a limited liability company organized under the laws of the State of Delaware. Each of the Members is a United States Citizen.

 

Item 2(d). Title of Class of Securities: Common Stock, $0.001 par value per share (the “Common Stock”).

 

Item 2(e). CUSIP Number: 74346L101

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

 

Item 4. Ownership.

 

  (a) Amount beneficially owned:

FH VI is the record owner of 2,816,195 shares of Common Stock (the “Record Shares”). As the general partner of FH VI, FHM L.P. may be deemed to own beneficially the Record Shares. As the general partner of FHM L.P., FHM L.L.C. likewise may be deemed to own beneficially the Record Shares. As individual members of FHM L.L.C., each of the Members may be deemed to own beneficially the Record Shares. Each Reporting Person disclaims beneficial ownership of all the Record Shares other than those shares which such person owns of record.

 

Page 10 of 14 Pages


CUSIP No. 74346L101    13G   

 

  (b) Percent of class:

See Line 11 of the cover sheets. In accordance with Rule 13d-1(j), the percentages relating to beneficial ownership of Common Stock are based on 30,058,105 shares of Common Stock outstanding as of November 4, 2015 as set forth in the Issuer’s 10-Q filed on November 5, 2015 and as adjusted pursuant to Rule 13d-3(d)(1).

 

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

 

  (i) sole power to vote or to direct the vote: See line 5 of cover sheets.

 

  (ii) shared power to vote or to direct the vote: See line 6 of cover sheets.

 

  (iii) sole power to dispose or to direct the disposition: See line 7 of cover sheets.

 

  (iv) shared power to dispose or to direct the disposition: See line 8 of cover sheets.

 

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 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.

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

 

Page 11 of 14 Pages


CUSIP No. 74346L101    13G   

 

SIGNATURES

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 12, 2016   Frazier Healthcare VI, L.P.
  By FHM VI, L.P., its General Partner
  By FHM VI, L.L.C., its General Partner
  By:   

/s/ Steve R. Bailey

     Steve R. Bailey, Chief Financial Officer
Dated February 12, 2016   FHM VI, L.P.
  By: FHM VI, L.L.C., its General Partner
  By:   

/s/ Steve R. Bailey

     Steve R. Bailey, Chief Financial Officer
Dated February 12, 2016  

FHM VI, L.L.C.

  By:   

/s/ Steve R. Bailey

     Steve R. Bailey, Chief Financial Officer
 

*

  Alan Frazier
 

*

  Nader Naini
 

*

  Patrick Heron
 

*

  James Topper
 

*

  Nathan Every
  *By:   

/s/ Steve R. Bailey

     Steve R. Bailey, as Attorney-in-Fact

This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

 

Page 12 of 14 Pages


CUSIP No. 74346L101    13G   

 

EXHIBIT 1

AGREEMENT

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

 

Dated February 12, 2016   Frazier Healthcare VI, L.P.
  By FHM VI, L.P., its General Partner
  By FHM VI, L.L.C., its General Partner
  By:   

/s/ Steve R. Bailey

     Steve R. Bailey, Chief Financial Officer
Dated February 12, 2016   FHM VI, L.P.
  By: FHM VI, L.L.C., its General Partner
  By:   

/s/ Steve R. Bailey

     Steve R. Bailey, Chief Financial Officer
Dated February 12, 2016  

FHM VI, L.L.C.

  By:   

/s/ Steve R. Bailey

     Steve R. Bailey, Chief Financial Officer
 

*

  Alan Frazier
 

*

  Nader Naini
 

*

  Patrick Heron
 

*

  James Topper
 

*

  Nathan Every
  *By:   

/s/ Steve R. Bailey

     Steve R. Bailey, as Attorney-in-Fact

This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

 

Page 13 of 14 Pages


CUSIP No. 74346L101    13G   

 

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steve R. Bailey with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12th day of February, 2016.

 

/s/ Alan Frazier

Alan Frazier

/s/ Nader Naini

Nader Naini

/s/ Patrick Heron

Patrick Heron

/s/ James Topper

James Topper

/s/ Nathan Every

Nathan Every

 

Page 14 of 14 Pages