SC 13G

0001193125-14-054879.txt : 20140214 0001193125-14-054879.hdr.sgml : 20140214 20140214162700 ACCESSION NUMBER: 0001193125-14-054879 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: ANDERS HOVE GROUP MEMBERS: BRYAN ROBERTS GROUP MEMBERS: VHCP CO-INVESTMENT HOLDINGS, LLC GROUP MEMBERS: VHCP MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ocera Therapeutics, Inc. CENTRAL INDEX KEY: 0001274644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 631192270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86177 FILM NUMBER: 14617164 BUSINESS ADDRESS: STREET 1: 12651 HIGH BLUFF DRIVE STREET 2: SUITE 230 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-436-3900 MAIL ADDRESS: STREET 1: 12651 HIGH BLUFF DRIVE STREET 2: SUITE 230 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: TRANZYME INC DATE OF NAME CHANGE: 20031230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENROCK HEALTHCARE CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001458177 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 650-561-9580 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94306 SC 13G 1 d676712dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

OCERA THERAPEUTICS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

67552A108

(CUSIP Number)

November 8, 2013

(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)

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. 67552A108		Page 2 of 14


1.	Name of Reporting Persons Venrock Healthcare Capital Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (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 0
		6.	Shared Voting Power 844,476²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 844,476²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 844,476²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.5%³
12.	Type of Reporting Person (See Instructions) PN

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.

²	Consists of 594,906 shares of common stock and warrants to purchase 118,981 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 108,824 shares of common stock and warrants to purchase 21,765 shares of common stock owned by VHCP Co-Investment Holdings, LLC.

This percentage is calculated based upon the number of the Issuer’s total outstanding shares equal to the sum of (i) 15,247,845 shares of the Issuer’s common stock outstanding as of December 3, 2013, as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 17, 2013 and (ii) 140,746 shares of common stock underlying warrants owned by the Reporting Persons.


CUSIP No. 67552A108		Page 3 of 14


1.	Name of Reporting Persons VHCP Co-Investment Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (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 0
		6.	Shared Voting Power 844,476²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 844,476²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 844,476²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.5%³
12.	Type of Reporting Person (See Instructions) OO

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.

²	Consists of 594,906 shares of common stock and warrants to purchase 118,981 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 108,824 shares of common stock and warrants to purchase 21,765 shares of common stock owned by VHCP Co-Investment Holdings, LLC.


CUSIP No. 67552A108		Page 4 of 14


1.	Name of Reporting Persons VHCP Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (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 0
		6.	Shared Voting Power 844,476²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 844,476²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 844,476²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.5%³
12.	Type of Reporting Person (See Instructions) OO

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.

²	Consists of 594,906 shares of common stock and warrants to purchase 118,981 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 108,824 shares of common stock and warrants to purchase 21,765 shares of common stock owned by VHCP Co-Investment Holdings, LLC.


CUSIP No. 67552A108		Page 5 of 14


1.	Name of Reporting Persons Hove, Anders
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
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
		6.	Shared Voting Power 844,476²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 844,476²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 844,476²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.5%³
12.	Type of Reporting Person (See Instructions) IN

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.

²	Consists of 594,906 shares of common stock and warrants to purchase 118,981 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 108,824 shares of common stock and warrants to purchase 21,765 shares of common stock owned by VHCP Co-Investment Holdings, LLC.


CUSIP No. 67552A108		Page 6 of 14


1.	Name of Reporting Persons Roberts, Bryan
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
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
		6.	Shared Voting Power 844,476²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 844,476²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 844,476²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.5%³
12.	Type of Reporting Person (See Instructions) IN

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.

²	Consists of 594,906 shares of common stock and warrants to purchase 118,981 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 108,824 shares of common stock and warrants to purchase 21,765 shares of common stock owned by VHCP Co-Investment Holdings, LLC.

Page 7 of 14

Introductory Note: This Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP LP”), VHCP Co-Investment Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment”), VHCP Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management” and collectively with VHCP LP and VHCP Co-Investment, the “Venrock Entities”), Anders Hove and Bryan Roberts in respect of Common Stock of Ocera Therapeutics, Inc.

Item 1.

(a)

Name of Issuer

Ocera Therapeutics, Inc.

(b)

Address of Issuer’s Principal Executive Offices

12651 High Bluff Drive

Suite 230

San Diego, California 92130

Item 2.

(a)

Name of Person Filing

Venrock Healthcare Capital Partners, L.P.

VHCP Co-Investment Holdings, LLC

VHCP Management, LLC

Anders Hove

Bryan Roberts

(b)

Address of Principal Business Office or, if none, Residence


New York Office:	Palo Alto Office:	Cambridge Office:

530 Fifth Avenue	3340 Hillview Avenue	55 Cambridge Parkway

22nd Floor	Palo Alto, CA 94304	Suite 100

New York, NY 10036		Cambridge, MA 02142

(c)

Citizenship

All entities were organized in Delaware. The individuals are both United States citizens.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

67552A108

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

Page 8 of 14

Item 4.

Ownership


(a)	Amount Beneficially Owned as of February 14, 2014:

	Venrock Healthcare Capital Partners, L.P.	844,476	(1)
	VHCP Co-Investment Holdings, LLC	844,476	(1)
	VHCP Management, LLC	844,476	(1)
	Anders Hove	844,476	(1)
	Bryan Roberts	844,476	(1)

(b)	Percent of Class as of February 14, 2014:

	Venrock Healthcare Capital Partners, L.P.	5.5	%
	VHCP Co-Investment Holdings, LLC	5.5	%
	VHCP Management, LLC	5.5	%
	Anders Hove	5.5	%
	Bryan Roberts	5.5	%

(c)	Number of shares as to which the person has, as of February 14, 2014:

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

	Venrock Healthcare Capital Partners, L.P.	0
	VHCP Co-Investment Holdings, LLC	0
	VHCP Management, LLC	0
	Anders Hove	0
	Bryan Roberts	0

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

	Venrock Healthcare Capital Partners, L.P.	844,476	(1)
	VHCP Co-Investment Holdings, LLC	844,476	(1)
	VHCP Management, LLC	844,476	(1)
	Anders Hove	844,476	(1)
	Bryan Roberts	844,476	(1)

Page 9 of 14


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

	Venrock Healthcare Capital Partners, L.P.	0
	VHCP Co-Investment Holdings, LLC	0
	VHCP Management, LLC	0
	Anders Hove	0
	Bryan Roberts	0

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

	Venrock Healthcare Capital Partners, L.P.	844,476	(1)
	VHCP Co-Investment Holdings, LLC	844,476	(1)
	VHCP Management, LLC	844,476	(1)
	Anders Hove	844,476	(1)
	Bryan Roberts	844,476	(1)

(1)

These shares are owned directly as follows: 594,906 shares of common stock and warrants to purchase 118,981 shares of common stock are owned by Venrock Healthcare Capital Partners, L.P. and 108,824 shares of common stock and warrants to purchase 21,765 shares of common stock are owned by VHCP Co-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP Co-Investment Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, LLC.

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 ¨.

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 a Group

Not Applicable

Item 10.

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.

Page 10 of 14

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 14, 2014


Venrock Healthcare Capital Partners, L.P.		VHCP Co-Investment Holdings, LLC

By:	VHCP Management, LLC, its General Partner	By:	VHCP Management, LLC, its Manager

By:	/s/ David L. Stepp	By:	/s/ David L. Stepp
	Name: David L. Stepp		Name: David L. Stepp
	Title: Authorized Signatory		Title: Authorized Signatory

VHCP Management, LLC

By:	/s/ David L. Stepp
	Name: David L. Stepp
	Title: Authorized Signatory

/s/ David L. Stepp, as attorney-in-fact
Anders Hove

/s/ David L. Stepp, as attorney-in-fact
Bryan Roberts

Page 11 of 14

EXHIBITS

A:	Joint Filing Agreement

B:	Power of Attorney for Anders Hove

C:	Power of Attorney for Bryan Roberts

Page 12 of 14

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Ocera Therapeutics, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14^th day of February, 2014.


Venrock Healthcare Capital Partners, L.P.		VHCP Co-Investment Holdings, LLC

By:	VHCP Management, LLC, its General Partner	By:	VHCP Management, LLC, its Manager

By:	/s/ David L. Stepp	By:	/s/ David L. Stepp
	Name: David L. Stepp		Name: David L. Stepp
	Title: Authorized Signatory		Title: Authorized Signatory

VHCP Management, LLC

By:	/s/ David L. Stepp
	Name: David L. Stepp
	Title: Authorized Signatory

/s/ David L. Stepp, as attorney-in-fact
Anders Hove

/s/ David L. Stepp, as attorney-in-fact
Bryan Roberts

Page 13 of 14

EXHIBIT B

POWER OF ATTORNEY FOR ANDERS HOVE

KNOWALLBYTHESEPRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Mark G. Thompson, and Dick Bradshaw, signing individually, the undersigned’s true and lawful attorney-in fact and agent to:

(i)

prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and

(ii)

take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, 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.

The undersigned hereby grants to such 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. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 4th day of January, 2010.

/s/ Anders Hove

Page 14 of 14

EXHIBIT C

POWER OF ATTORNEY FOR BRYAN ROBERTS

(i)

(ii)

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 4th day of January, 2010.

/s/ Bryan Roberts