0001144204-15-008026.txt : 20150211 0001144204-15-008026.hdr.sgml : 20150211 20150211172937 ACCESSION NUMBER: 0001144204-15-008026 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150211 DATE AS OF CHANGE: 20150211 GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT II, LLC GROUP MEMBERS: JAMES TANANBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nexvet Biopharma plc CENTRAL INDEX KEY: 0001618561 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88634 FILM NUMBER: 15600666 BUSINESS ADDRESS: STREET 1: NATL INST FOR BIOPROCESSING RESEARCH STREET 2: FOSTERS AVENUE, MOUNT MERRION CITY: BLACKROCK CO. DUBLIN STATE: L2 ZIP: 00000 BUSINESS PHONE: 353 1 215 8100 MAIL ADDRESS: STREET 1: NATL INST FOR BIOPROCESSING RESEARCH STREET 2: FOSTERS AVENUE, MOUNT MERRION CITY: BLACKROCK CO. DUBLIN STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NEXVET BIOPHARMA Ltd DATE OF NAME CHANGE: 20140903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Foresite Capital Fund II, L.P. CENTRAL INDEX KEY: 0001594914 IRS NUMBER: 901029166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 101 CALIFORNIA STREET, SUITE 4100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-877-4887 MAIL ADDRESS: STREET 1: 101 CALIFORNIA STREET, SUITE 4100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 v401084_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___________)*

NexVet Biopharma PLC

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G6503X109

(CUSIP Number)

February 5, 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)

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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

Page 1 of 9

Exhibit Index on Page 8

CUSIP # G6503X109

Page 2 of 9

1	NAME OF REPORTING PERSONS Foresite Capital Fund II, L.P. (“FCF II”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 908,333 shares (of which 200,000 shares are issuable upon exercise of warrants), except that Foresite Capital Management II, LLC (“FCM II”), the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 908,333 shares (of which 200,000 shares are issuable upon exercise of warrants), except that FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 908,333
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2%
12	TYPE OF REPORTING PERSON PN

CUSIP # G6503X109

Page 3 of 9

1	NAME OF REPORTING PERSONS Foresite Capital Management II, LLC (“FCM II”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 908,333 shares (of which 200,000 shares are issuable upon exercise of warrants), all of which are directly owned by Foresite Capital Fund II, L.P. (“FCF II”). FCM II, the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 908,333 shares (of which 200,000 shares are issuable upon exercise of warrants), all of which are directly owned by FCF II. FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 908,333
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2%
12	TYPE OF REPORTING PERSON OO

CUSIP # G6503X109

Page 4 of 9

1	NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 908,333 shares (of which 200,000 shares are issuable upon exercise of warrants), all of which are directly owned by Foresite Capital Fund II, L.P. (“FCF II”). Tananbaum is the managing member of Foresite Capital Management II, LLC (“FCM II”), which is the general partner of FCF II. Tananbaum may be deemed to have sole power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 908,333 shares (of which 200,000 shares are issuable upon exercise of warrants), all of which are directly owned by FCF II. Tananbaum is the managing member of FCM II, which is the general partner of FCF II. Tananbaum may be deemed to have sole power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 908,333
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2%
12	TYPE OF REPORTING PERSON IN

CUSIP # G6503X109

Page 5 of 9

ITEM 1(A).	NAME OF ISSUER

	NexVet Biopharma PLC (the “Issuer”)

ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

	National Institute for Bioprocessing Research and Training
	Fosters Avenue, Mount Merrion
	Blackrock, Co. Dublin
	Ireland

ITEM 2(A).	NAME OF PERSONS FILING

	This Schedule is filed by Foresite Capital Fund II, L.P., a Delaware limited partnership, Foresite Capital Management II, LLC, a Delaware limited liability company, and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

ITEM 2(B).	ADDRESS OF PRINCIPAL OFFICE

	The address for each of the Reporting Persons is:

	c/o Foresite Capital Management
	101 California Street, Suite 4100
	San Francisco, CA 94111

ITEM 2(C).	CITIZENSHIP

	See Row 4 of cover page for each Reporting Person.

ITEM 2(D).	TITLE OF CLASS OF SECURITIES

	Ordinary Shares

ITEM 2(D)	CUSIP NUMBER

	G6503X109

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

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of February 5, 2015:

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

CUSIP # G6503X109

Page 6 of 9

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

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.

	Under certain circumstances set forth in the limited partnership agreement of FCF II and the limited liability company agreement of FCM II, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

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

ITEM 9.	NOTICE OF DISSOLUTION OF 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, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP # G6503X109

Page 7 of 9

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.

Date: February 11, 2015

	FORESITE CAPITAL FUND II, L.P.

	By:	FORESITE CAPITAL MANAGEMENT II, LLC
	Its:	General Partner

	By:	/s/ James Tananbaum
	Name:	James Tananbaum
	Title:	Managing Member

	FORESITE CAPITAL MANAGEMENT II, LLC

	By:	/s/ James Tananbaum
	Name:	James Tananbaum
	Title:	Managing Member

	JAMES TANANBAUM

	By:	/s/ James Tananbaum
	Name:	James Tananbaum

CUSIP # G6503X109

Page 8 of 9

EXHIBIT INDEX

		Found on Sequentially
Exhibit		Numbered Page

Exhibit A: Agreement of Joint Filing		9

CUSIP # G6503X109

Page 9 of 9

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 11, 2015

	FORESITE CAPITAL FUND II, L.P.

	By:	FORESITE CAPITAL MANAGEMENT II, LLC
	Its:	General Partner

	By:	/s/ James Tananbaum
	Name:	James Tananbaum
	Title:	Managing Member

	FORESITE CAPITAL MANAGEMENT II, LLC

	By:	/s/ James Tananbaum
	Name:	James Tananbaum
	Title:	Managing Member

	JAMES TANANBAUM

	By:	/s/ James Tananbaum
	Name:	James Tananbaum