0001214659-15-001383.txt : 20150218 0001214659-15-001383.hdr.sgml : 20150216 20150217115851 ACCESSION NUMBER: 0001214659-15-001383 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: VIVO VENTURES FUND VI L.P. GROUP MEMBERS: VIVO VENTURES FUND VII L.P. GROUP MEMBERS: VIVO VENTURES VI AFFILIATES FUND L.P. GROUP MEMBERS: VIVO VENTURES VII AFFILIATES FUND L.P. GROUP MEMBERS: VIVO VENTURES VII 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86177 FILM NUMBER: 15619695 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 610 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6504625800 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 610 CITY: PALO ALTO STATE: CA ZIP: 94301 FORMER COMPANY: FORMER CONFORMED NAME: TRANZYME INC DATE OF NAME CHANGE: 20031230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vivo Ventures VI, LLC CENTRAL INDEX KEY: 0001469547 IRS NUMBER: 208829402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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/A 1 a213154sc13ga1.htm AMENDMENT NO. 1 a213154sc13ga1.htm
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.  20549
 

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1 – Exit Filing)*

 
Ocera Therapeutics, Inc.
(Name of Issuer)
 
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
 
67552A108 
(CUSIP Number)
 
December 31, 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:
 
o Rule 13d-1(b)
 
x Rule 13d-1(c)

o 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).
 
 
 
 

SCHEDULE 13G

 
  CUSIP No.      67552A108
 
   
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
6
Shared Voting Power
 
89,812
7
Sole Dispositive Power
8
Shared Dispositive Power
 
89,812
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
89,812
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
o
11
Percent of class represented by amount in row (9)
 
0.45%
12
Type of Reporting Person (See Instructions)
 
OO

 
Page 2 of 12
 

SCHEDULE 13G

 
  CUSIP No.      67552A108
 
   
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
6
Shared Voting Power
 
89,155
7
Sole Dispositive Power
8
Shared Dispositive Power
 
89,155
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
89,155
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
o
11
Percent of class represented by amount in row (9)
 
0.45%
12
Type of Reporting Person (See Instructions)
 
PN

 
Page 3 of 12
 

SCHEDULE 13G

 
  CUSIP No.      67552A108
 
   
1
Names of Reporting Persons
 
Vivo Ventures VI Affiliates Fund, 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
6
Shared Voting Power
 
657
7
Sole Dispositive Power
8
Shared Dispositive Power
 
657
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
657
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
o
11
Percent of class represented by amount in row (9)
 
0%
12
Type of Reporting Person (See Instructions)
 
PN

 
Page 4 of 12
 

SCHEDULE 13G

 
  CUSIP No.      67552A108
 
   
1
Names of Reporting Persons
 
Vivo Ventures VII, 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
 
6
Shared Voting Power
 
359,265
7
Sole Dispositive Power
 
8
Shared Dispositive Power
 
359,265
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
359,265
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
o
11
Percent of class represented by amount in row (9)
 
1.81%
12
Type of Reporting Person (See Instructions)
 
OO

 
Page 5 of 12
 

SCHEDULE 13G

 
  CUSIP No.      67552A108
 
  
1
Names of Reporting Persons
 
Vivo Ventures Fund VII, 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
 
6
Shared Voting Power
 
351,599
7
Sole Dispositive Power
 
8
Shared Dispositive Power
 
351,599
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
351,599
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
o
11
Percent of class represented by amount in row (9)
 
1.77%
12
Type of Reporting Person (See Instructions)
 
PN

 
Page 6 of 12
 

SCHEDULE 13G

 
  CUSIP No.      67552A108
 
   
1
Names of Reporting Persons
 
Vivo Ventures VII Affiliates Fund, 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
 
6
Shared Voting Power
 
7,666
7
Sole Dispositive Power
 
8
Shared Dispositive Power
 
7,666
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,666
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
o
11
Percent of class represented by amount in row (9)
 
0.04%
12
Type of Reporting Person (See Instructions)
 
PN

 
Page 7 of 12
 
 
Item 1.
 
(a)
Name of Issuer:
 
Ocera Therapeutics, Inc. (the “Issuer”)
 
(b)
Address of Issuer’s Principal Executive Offices:
 
525 University Avenue, Suite 610, Palo Alto, CA 94301
 
Item 2.
 
(a)
Name of Person Filing:
 
This statement is filed on behalf of the following persons with respect to shares of common stock of the Issuer:
 
 
(i)
Vivo Ventures VI, LLC, a Delaware limited liability company (“Vivo VI”), as the sole general partner of Vivo Ventures Fund VI, L.P. (“VV Fund VI”) and Vivo Ventures VI Affiliates Fund, L.P. (“Affiliates Fund VI”), with respect to shares held by VV Fund VI and Affiliates Fund VI;
 
 
(ii)
 Vivo Ventures Fund VI, L.P., a Delaware limited partnership with respect to shares held by it;
 
 
(iii)
 Vivo Ventures VI Affiliates Fund, L.P., a Delaware limited partnership, with respect to shares held by it;
 
 
(iv)
Vivo Ventures VII, LLC, a Delaware limited liability company (“Vivo VII”), as the sole general partner of Vivo Ventures Fund VII, L.P. (“VV Fund VII”) and Vivo Ventures VII Affiliates Fund, L.P. (“Affiliates Fund VII”), with respect to shares held by VV Fund VII and Affiliates Fund VII;
 
 
(v)
Vivo Ventures Fund VII, L.P., a Delaware limited partnership, with respect to shares held by it;
 
 
(vi) 
 Vivo Ventures VII Affiliates Fund, L.P., a Delaware limited partnership, with respect to shares held by it. The foregoing persons are herein referred to collectively as the “Reporting Persons.”
 
(b)
 Address of Principal Business Office or, if None, Residence:
 
 
575 High Street, Suite 201, Palo Alto, CA 94301
 
(c)
Citizenship:
 
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.
 
Vivo Ventures VI Affiliates Fund, L.P. is a limited partnership organized under the laws of the State of Delaware. Vivo Ventures VII, LLC is a limited liability company organized under the laws of the State of Delaware.
 
Vivo Ventures Fund VII, L.P. is a limited partnership organized under the laws of the State of Delaware.
 
Vivo Ventures VII Affiliates Fund, L.P. is a limited partnership organized under the laws of the State of Delaware.
 
 
Page 8 of 12
 

(d)
Title and Class of Securities:
 
Common Stock, par value $0.00001 per share (the “Common Stock”)
 
(e)
CUSIP No.:
 
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:
 
(a)
o
Broker or dealer registered under Section 15 of the Act;
(b)
o
Bank as defined in Section 3(a)(6) of the Act;
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act;
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
o
A savings associations 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;
(j)
o
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)
o
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
   
Item 4. Ownership
 
(a)
Amount Beneficially Owned:
 
Vivo VI. Vivo VI is the general partner of both VV Fund VI and Affiliates Fund VI. Accordingly, Vivo VI may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by VV Fund VI and Affiliates Fund VI. As of December 31, 2014, VV Fund VI and Affiliates Fund VI beneficially own 89,155 and 657 shares of Common Stock, respectively.

Vivo VII. Vivo VII is the general partner of both VV Fund VII and Affiliates Fund VII. Accordingly, Vivo VII may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by VV Fund VII and Affiliates Fund VII. As of December 31, 2014, VV Fund VII and Affiliates Fund VII beneficially own 351,599 and 7,666 shares of Common Stock, respectively.
 
Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest in such securities.
 
(b)
Percent of Class:
 
See Item 11 of each cover page.
 
 
Page 9 of 12
 

(c)
Number of shares as to which such 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 [ √ ].

Item 6. 
Ownership of more than Five Percent on Behalf of Another Person.
 
See Items 2 and 4.

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. 
 Certifications.
 
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, other than activities solely in connection with a nomination under § 240.14a-11.
 
 
Page 10 of 12
 
 
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 13, 2015
 
  VIVO VENTURES VI, LLC
     
  By:
/s/ Frank Kung
  Name: 
Frank Kung
  Title: Managing Member
     
  VIVO VENTURES FUND VI, L.P.
     
  By:         Vivo Ventures VI, LLC, its general partner
     
  By:  
/s/ Frank Kung
  Name: 
Frank Kung
  Title:
Managing Member
     
  VIVO VENTURES VI AFFILIATES FUND, L.P.
   
  By:         Vivo Ventures VI, LLC, its general partner
     
  By:  
/s/ Frank Kung
  Name:  
Frank Kung
  Title: Managing Member
 
 
 
VIVO VENTURES VII, LLC
     
  By:
/s/ Frank Kung
  Name: 
Frank Kung
  Title: Managing Member
     
  VIVO VENTURES FUND VII, L.P.
     
  By:         Vivo Ventures VII, LLC, its general partner
     
  By:  
/s/ Frank Kung
  Name: 
Frank Kung
  Title:
Managing Member
 
 
Page 11 of 12
 
 
 
VIVO VENTURES VII AFFILIATES FUND, L.P.
   
 
By:         Vivo Ventures VII, LLC, its general partner
     
  By:  
/s/ Frank Kung
  Name:  
Frank Kung
  Title: Managing Member
 
 
Page 12 of 12