0001104659-16-096935.txt : 20160216 0001104659-16-096935.hdr.sgml : 20160215 20160216073311 ACCESSION NUMBER: 0001104659-16-096935 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: ASIA PACIFIC HEALTHCARE FUND II GROUP MEMBERS: GRAEME WALD GROUP MEMBERS: JEREMY CURNOCK COOK GROUP MEMBERS: MATT MCNAMARA GROUP MEMBERS: NORA FREY 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: 161422968 BUSINESS ADDRESS: STREET 1: UNIT 5, SRAGH TECHNOLOGY PARK STREET 2: RAHAN ROAD CITY: TULLAMORE , CO. OFFALY STATE: L2 ZIP: R35 FR98 BUSINESS PHONE: 353 1 215 8100 MAIL ADDRESS: STREET 1: UNIT 5, SRAGH TECHNOLOGY PARK STREET 2: RAHAN ROAD CITY: TULLAMORE , CO. OFFALY STATE: L2 ZIP: R35 FR98 FORMER COMPANY: FORMER CONFORMED NAME: NEXVET BIOPHARMA Ltd DATE OF NAME CHANGE: 20140903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BioScience Managers PTY LTD CENTRAL INDEX KEY: 0001666567 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEVEL 13, 20 HUNTER STREET CITY: SYDNEY STATE: C3 ZIP: 2000 BUSINESS PHONE: 61 3 9618 8248 MAIL ADDRESS: STREET 1: LEVEL 13, 20 HUNTER STREET CITY: SYDNEY STATE: C3 ZIP: 2000 SC 13G 1 a16-4387_1sc13g.htm SC 13G

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Nexvet Biopharma plc

(Name of Issuer)

Ordinary Shares, nominal value $0.125 per share

(Title of Class of Securities)

G6503X109

(CUSIP Number)

December 31, 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:

o

Rule 13d-1(b)

o

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 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).

 

 


 

CUSIP No. G6503X109

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Bioscience Managers PTY Ltd.

 

 

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
Australia

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
873,372

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
873,372

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
873,372

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.62% (1)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)    This calculation is based on 11,457,921 shares of Ordinary Shares, nominal value $0.125 per share, reported to be outstanding in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 5, 2015.

 

2


 

 

 

 

CUSIP No. G6503X109

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Asia Pacific Healthcare Fund II

 

 

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
Australia

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
873,372

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
873,372

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
873,372

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.62% (1)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)    This calculation is based on 11,457,921 shares of Ordinary Shares, nominal value $0.125 per share, reported to be outstanding in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 5, 2015.

 

3


 

CUSIP No. G6503X109

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Jeremy Curnock Cook

 

 

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
United Kingdom

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
873,372

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
873,372

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
873,372

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.62% (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)    This calculation is based on 11,457,921 shares of Ordinary Shares, nominal value $0.125 per share, reported to be outstanding in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 5, 2015.

 

4


 

CUSIP No. G6503X109

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Matt McNamara

 

 

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
Australia

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
873,372

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
873,372

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
873,372

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.62% (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   This calculation is based on 11,457,921 shares of Ordinary Shares, nominal value $0.125 per share, reported to be outstanding in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 5, 2015.

 

5


 

CUSIP No. G6503X109

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Nora Frey

 

 

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
Switzerland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
873,372

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
873,372

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
873,372

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.62% (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   This calculation is based on 11,457,921 shares of Ordinary Shares, nominal value $0.125 per share, reported to be outstanding in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 5, 2015.

 

6


 

CUSIP No. G6503X109

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Graeme Wald

 

 

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
Australia

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
873,372

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
873,372

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
873,372

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.62% (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   This calculation is based on 11,457,921 shares of Ordinary Shares, nominal value $0.125 per share, reported to be outstanding in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 5, 2015.

 

7


 

CUSIP No. G6503X109

13G

 

 

Item 1.

 

(a)

Name of Issuer
Nexvet Biopharma plc (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
Fosters Avenue, Mount Merrion, Blackrock, Co. Dublin, Ireland

 

Item 2.

 

(a)

Name of Person Filing
This Schedule 13G is being filed on behalf of entities Bioscience Managers PTY LTD, Asia Pacific Healthcare Fund II, and individuals Jeremy Curnock Cook, Matt McNamara, Nora Frey and Graeme Wald.

 

Bioscience Managers PTY LTD and Asia Pacific Healthcare Fund II are venture capital investment entities.  Bioscience Managers PTY LTD serves as manager of Asia Pacific Healthcare Fund II.  Voting and investment decisions in shares held by Asia Pacific Healthcare Fund II are made by unanimous decision of the investment committee, consisting of individuals Jeremy Curnock Cook, Matt McNamara, Nora Frey and Graeme Wald.

 

The entities and individuals are collectively referred to herein as the “Reporting Persons.”

 

(b)

Address of the Principal Office or, if none, Residence
The address of the Reporting Persons is Level 13, 20 Hunter Street, Sydney, New South Wales, 2000, Australia.

 

(c)

Citizenship
Bioscience Managers PTY LTD and Asia Pacific Healthcare Fund II are private entities organized under the laws of Australia.  Jeremy Curnock Cook is a citizen of the United Kingdom.  Matt McNamara and Graeme Wald are citizens of Australia.  Nora Frey is a citizen of Switzerland.

 

(d)

Title of Class of Securities
Ordinary Shares, nominal value $0.125 per share.

 

(e)

CUSIP Number
G6503X109

 

Item 3.

Not applicable.

 

8


 

CUSIP No. G6503X109

13G

 

 

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(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

 

(c)

Number of shares as to which the 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.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

The response to Item 2(a) is incorporated herein by reference.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

The response to Item 2(a) is incorporated herein by reference.

 

Item 8.

Identification and Classification of Members of the Group.

The response to Item 2(a) is incorporated herein by reference. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit A.

 

Item 9.

Not applicable.

 

 

9


 

CUSIP No. G6503X109

13G

 

 

 

 

Item 10.

Not applicable.

 

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.

 

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

 

Dated: February 16, 2016

 

 

ASIA PACIFIC HEALTHCARE FUND II

 

 

 

By: BIOSCIENCE MANAGERS PTY LTD

 

Its: Manager

 

 

 

By:

/s/ Jeremy Curnock Cook

 

 

Jeremy Curnock Cook, Managing Director and Investment Committee Member

 

 

 

 

 

BIOSCIENCE MANAGERS PTY LTD

 

 

 

By:

/s/ Jeremy Curnock Cook

 

 

Jeremy Curnock Cook, Managing Director and Investment Committee Member

 

 

 

By:

/s/ Matt McNamara

 

 

Matt McNamara, Investment Committee Member

 

 

 

By:

/s/ Nora Frey

 

 

Nora Frey, Investment Committee Member

 

 

 

By:

/s/ Graeme Wald

 

 

Graeme Wald, Investment Committee Member

 

10


 

Exhibit A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 16, 2016.

 

 

ASIA PACIFIC HEALTHCARE FUND II

 

 

 

By: BIOSCIENCE MANAGERS PTY LTD

 

Its: Manager

 

 

 

By:

/s/ Jeremy Curnock Cook

 

 

Jeremy Curnock Cook, Managing Director and Investment Committee Member

 

 

 

 

 

BIOSCIENCE MANAGERS PTY LTD

 

 

 

By:

/s/ Jeremy Curnock Cook

 

 

Jeremy Curnock Cook, Managing Director and Investment Committee Member

 

 

 

By:

/s/ Matt McNamara

 

 

Matt McNamara, Investment Committee Member

 

 

 

By:

/s/ Nora Frey

 

 

Nora Frey, Investment Committee Member

 

 

 

By:

/s/ Graeme Wald

 

 

Graeme Wald, Investment Committee Member