SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. __)
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OncoMed Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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68234X102
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement)
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o |
Rule 13d-1(b)
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o |
Rule 13d-1(c)
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x |
Rule 13d-1(d)
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CUSIP No. 68234X102
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SCHEDULE 13G
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Page 2 of 11 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||
Phase4 Ventures III General Partner Limited
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
England and Wales
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|
6
|
SHARED VOTING POWER
|
2,122,807
|
||
7
|
SOLE DISPOSITIVE POWER
|
0
|
||
8
|
SHARED DISPOSITIVE POWER
|
2,122,807
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,122,807
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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7.6%
|
||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
CUSIP No. 68234X102
|
SCHEDULE 13G
|
Page 3 of 11 pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||
Phase4 Partners Limited
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
England and Wales
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|
6
|
SHARED VOTING POWER
|
2,122,807
|
||
7
|
SOLE DISPOSITIVE POWER
|
0
|
||
8
|
SHARED DISPOSITIVE POWER
|
2,122,807
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,122,807
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.6%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
CUSIP No. 68234X102
|
SCHEDULE 13G
|
Page 4 of 11 pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||
Phase4 Ventures III GP LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
England and Wales
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|
6
|
SHARED VOTING POWER
|
2,122,807
|
||
7
|
SOLE DISPOSITIVE POWER
|
0
|
||
8
|
SHARED DISPOSITIVE POWER
|
2,122,807
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,122,807
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.6%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
CUSIP No. 68234X102
|
SCHEDULE 13G
|
Page 5 of 11 pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||
Phase4 Ventures III LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
England and Wales
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|
6
|
SHARED VOTING POWER
|
2,122,807
|
||
7
|
SOLE DISPOSITIVE POWER
|
0
|
||
8
|
SHARED DISPOSITIVE POWER
|
2,122,807
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,122,807
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.6%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
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By:
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Phase4 Ventures III General Partner Limited
|
|
/s/ Charles Sermon
|
||
Name:
|
Charles Sermon
|
|
Title:
|
Director
|
By:
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Phase4 Partners Limited
|
|
/s/ Charles Sermon
|
||
Name:
|
Charles Sermon
|
|
Title:
|
Director
|
Phase4 Ventures III LP
By: Phase4 Partners Limited, its manager
|
||
/s/ Charles Sermon
|
||
Name:
|
Charles Sermon
|
|
Title:
|
Director
|
By:
|
Phase4 Ventures III GP LP
By: Phase4 Ventures III General Partner Limited, its general partner
|
|
/s/ Charles Sermon
|
||
Name:
|
Charles Sermon
|
|
Title:
|
Director
|
Exhibit A
|
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
|
By:
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Phase4 Ventures III General Partner Limited
|
|
/s/ Charles Sermon
|
||
Name:
|
Charles Sermon
|
|
Title:
|
Director
|
By:
|
Phase4 Partners Limited
|
|
/s/ Charles Sermon
|
||
Name:
|
Charles Sermon
|
|
Title:
|
Director
|
Phase4 Ventures III LP
By: Phase4 Partners Limited, its manager
|
||
/s/ Charles Sermon
|
||
Name:
|
Charles Sermon
|
|
Title:
|
Director
|
By:
|
Phase4 Ventures III GP LP
By: Phase4 Ventures III General Partner Limited, its general partner
|
|
/s/ Charles Sermon
|
||
Name:
|
Charles Sermon
|
|
Title:
|
Director
|