0001193125-15-046343.txt : 20150212 0001193125-15-046343.hdr.sgml : 20150212 20150212135929 ACCESSION NUMBER: 0001193125-15-046343 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150212 DATE AS OF CHANGE: 20150212 GROUP MEMBERS: CITY HILL VENTURES, LLC GROUP MEMBERS: JONATHAN E. LIM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ignyta, Inc. CENTRAL INDEX KEY: 0001557421 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: 005-88015 FILM NUMBER: 15604910 BUSINESS ADDRESS: STREET 1: 11095 FLINTKOTE AVE. STREET 2: SUITE D CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 255-5959 MAIL ADDRESS: STREET 1: 11095 FLINTKOTE AVE. STREET 2: SUITE D CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: Infinity Oil & Gas Co DATE OF NAME CHANGE: 20120913 FORMER COMPANY: FORMER CONFORMED NAME: Infinity Oill & Gas Co DATE OF NAME CHANGE: 20120904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: City Hill Venture Partners I, LLC CENTRAL INDEX KEY: 0001602223 IRS NUMBER: 274707933 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11575 SORRENTO VALLEY ROAD STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 255-5959 MAIL ADDRESS: STREET 1: 11575 SORRENTO VALLEY ROAD STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 d865385dsc13g.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.     )

 

 

IGNYTA, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

451731103

(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:

¨ 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. 451731103 Schedule 13G Page 1 of 8

 

  1 

NAMES OF REPORTING PERSONS

 

City Hill Ventures, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

   5  

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  3,316,668

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  3,316,668

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,316,668

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

16.9%

12

TYPE OF REPORTING PERSON

 

OO (Limited Liability Company)

 

CUSIP No. 451731103 Schedule 13G Page 2 of 8

 

  1 

NAMES OF REPORTING PERSONS

 

City Hill Venture Partners I, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

   5  

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  3,316,668

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  3,316,668

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,316,668

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

16.9%

12

TYPE OF REPORTING PERSON

 

OO (Limited Liability Company)

 

CUSIP No. 451731103 Schedule 13G Page 3 of 8

 

  1 

NAMES OF REPORTING PERSONS

 

Jonathan E. Lim

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN 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

 

  3,455,6951

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  3,455,6951

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,455,6951

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

17.5%

12

TYPE OF REPORTING PERSON

 

IN

 

 

1  Represents 3,316,668 shares of common stock directly owned by City Hill Venture Partners I, LLC, 5,000 shares of common stock directly owned by Dr. Lim, and options to purchase an additional 134,027 shares of common stock held by Dr. Lim and exercisable within 60 days of the date of December 31, 2014.

CUSIP No. 451731103

 Schedule 13G Page 4 of 8

 

ITEM 1. (a) Name of Issuer:

Ignyta, Inc., a Delaware Corporation (the “Issuer”)

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

11111 Flintkote Avenue,San

Diego, California 92121

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

City Hill Ventures, LLC

City Hill Venture Partners I, LLC

Jonathan E. Lim, M.D. (“Dr. Lim”)

(b) Address or Principal Business Office:

The business address of each of the Reporting Persons is c/o City Hill Ventures, LLC, 11575 Sorrento Valley Road, Suite 200, San Diego, CA 2121

(c) Citizenship of each Reporting Person is:

Each of City Hill Ventures, LLC and City Hill Venture Partners I, LLC is organized in the state of Delaware. Dr. Lim is a citizen of the United States

(d) Title of Class of Securities:

Common stock, $0.0001 par value per share (“Common Stock”)

(e) CUSIP Number:

451731103

ITEM 3.
Not applicable.

CUSIP No. 451731103

   Schedule 13G   Page 5 of 8

 

ITEM 4. Ownership

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2014, based upon 19,580,769 shares of the Issuer’s Common Stock outstanding as of November 1, 2014.

 

Reporting Person   

Amount

beneficially

owned

     

Percent

of class:

   Sole
power
to vote or
to direct
the vote:		    Shared
power to
vote or to
direct the
vote:		     

Sole
power to
dispose or
to direct
the
disposition

of:

   

Shared

power to

dispose or

to direct

the

disposition

of:

  

City Hill Ventures, LLC

      3,316,668       16.9%   0      3,316,668       0      3,316,668   

City Hill Venture Partners I, LLC

      3,316,668       16.9%   0      3,316,668       0      3,316,668   

Jonathan E. Lim

      3,455,695       17.5%   0      3,455,695       0      3,455,695   

City Hill Venture Partners I, LLC is the record holder of 3,316,668 shares of the Issuer’s Common Stock. Dr. Lim is the sole manager of City Hill Ventures, LLC, which is the sole manager of City Hill Venture Partners I, LLC. Accordingly, each of Dr. Lim and City Hill Ventures, LLC and City Venture Partners I, LLC may be deemed to share beneficial ownership of the shares of Common Stock owned of record by City Hill Venture Partners I, LLC.

Additionally, Dr. Lim directly owns 5,000 shares of the Issuer’s Common Stock and has options to purchase an additional 134,027 shares of the Issuer’s Common Stock exercisable within 60 days of December 31, 2014. As such, Dr. Lim may be deemed to beneficially own such shares.

 

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

Not applicable.

 

ITEM 8. Identification and Classification of Members of the Group

Not applicable.

CUSIP No. 451731103

 Schedule 13G Page 6 of 8

 

ITEM 9. Notice of Dissolution of Group

Not applicable.

ITEM 10.  Certification

Not applicable.

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.

Date: February 12, 2015

 

CITY HILL VENTURES, LLC
By:

/s/ Jonathan E. Lim

Name: Jonathan E. Lim
Title: Manager
CITY HILL VENTURE PARTNERS I, LLC
By: City Hill Ventures, LLC, its sole manager
By:

/s/ Jonathan E. Lim

Name: Jonathan E. Lim
Title: Manager
JONATHAN E. LIM

/s/ Jonathan E. Lim

LIST OF EXHIBITS

 

Exhibit

No.

Description

99 Joint Filing Agreement
 EX-99 2 d865385dex99.htm EX-99 EX-99

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Ignyta, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 12th day of February, 2015.

 

CITY HILL VENTURES, LLC
By:

/s/ Jonathan E. Lim

Name: Jonathan E. Lim
Title: Manager
CITY HILL VENTURE PARTNERS I, LLC
By: City Hill Ventures, LLC, its sole manager
By:

/s/ Jonathan E. Lim

Name: Jonathan E. Lim
Title: Manager
JONATHAN E. LIM

/s/ Jonathan E. Lim