-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bxh3n94EeNCSPj6pCUVuZm8hVBbb8uENo5u5o4ycKk2+T8MGItlgxeTxNRX4LgR7 gJdlYfOgszPxaPp7WIeFGw== 0000950135-07-001904.txt : 20070328 0000950135-07-001904.hdr.sgml : 20070328 20070328171602 ACCESSION NUMBER: 0000950135-07-001904 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070328 DATE AS OF CHANGE: 20070328 GROUP MEMBERS: PETER KOLCHINSKY GROUP MEMBERS: RA CAPITAL BIOTECH FUND II, L.P. GROUP MEMBERS: RA CAPITAL BIOTECH FUND, L.P. GROUP MEMBERS: RICHARD H. ALDRICH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIPID SCIENCES INC/ CENTRAL INDEX KEY: 0000071478 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 430433090 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78017 FILM NUMBER: 07725019 BUSINESS ADDRESS: STREET 1: 7068 KOLL CENTER PARKWAY STREET 2: SUITE 401 CITY: PLEASANTON STATE: CA ZIP: 94566 BUSINESS PHONE: 925-249-4000 MAIL ADDRESS: STREET 1: 7068 KOLL CENTER PARKWAY STREET 2: SUITE 401 CITY: PLEASANTON STATE: CA ZIP: 94566 FORMER COMPANY: FORMER CONFORMED NAME: NZ CORP DATE OF NAME CHANGE: 20000810 FORMER COMPANY: FORMER CONFORMED NAME: NEW MEXICO & ARIZONA LAND CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001346824 IRS NUMBER: 830406777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVE, SUITE 610 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-778-2512 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVE, SUITE 610 CITY: BOSTON STATE: MA ZIP: 02199 SC 13G/A 1 b64717lssc13gza.htm RA CAPITAL MANAGEMENT RE: LIPID SCIENCES, INC. sc13gza
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

LIPID SCIENCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
53630P10
(CUSIP Number)
March 1, 2007
(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)

     þ 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).

 
 

 

                     
CUSIP No.
  
53630P10 
   Page  
2 
   of   
10 Pages 

 

           
1   NAMES OF REPORTING PERSONS:
RA Capital Management, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
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:
   
  Massachusetts
       
  5   SOLE VOTING POWER:
     
NUMBER OF   3,713,962 shares of Common Stock
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   3,713,962 shares of Common Stock
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,713,962 shares of Common Stock
     
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):
   
  10.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IA

 

                     
CUSIP No.
  
53630P10 
   Page  
3 
   of   
10 Pages 

 

           
1   NAMES OF REPORTING PERSONS:
Richard H. Aldrich
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
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:
   
  USA
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,713,962 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    3,713,962 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,713,962 shares of Common Stock
     
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):
   
  10.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

                     
CUSIP No.
  
53630P10 
   Page  
4 
   of   
10 Pages 

 

           
1   NAMES OF REPORTING PERSONS:
Peter Kolchinsky
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
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:
   
  USA
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,713,962 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    3,713,962 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,713,962 shares of Common Stock
     
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):
   
  10.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

                     
CUSIP No.
  
53630P10 
   Page  
5 
   of   
10 Pages 

 

           
1   NAMES OF REPORTING PERSONS:
RA Capital Biotech Fund, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
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
       
  5   SOLE VOTING POWER:
     
NUMBER OF   3,662,662 shares of Common Stock
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   3,662,662 shares of Common Stock
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,662,662 shares of Common Stock
     
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):
   
  9.9%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN

 

                     
CUSIP No.
  
53630P10 
   Page  
6 
   of   
10 Pages 

 

           
1   NAMES OF REPORTING PERSONS:
RA Capital Biotech Fund II, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
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
       
  5   SOLE VOTING POWER:
     
NUMBER OF   51,300 shares of Common Stock
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   51,300 shares of Common Stock
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  51,300 shares of Common Stock
     
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):
   
  0.1%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN

 

Page 7 of 10
Item 1.
(a) Name of Issuer: LIPID SCIENCES, INC. (the “Issuer”).
(b) Address of the Issuer’s Principal Executive Offices: 7068 Koll Center Parkway, Suite 401, Pleasanton, California 94566
Item 2.
(a) Name of Person Filing: This joint statement on Schedule 13G (as amended) is being filed by Richard H. Aldrich, Peter Kolchinsky, RA Capital Management, LLC, RA Capital Biotech Fund, L.P. and RA Capital Biotech Fund II, L.P., who are collectively referred to as the “Reporting Persons.” Mr. Aldrich and Mr. Kolchinsky (together, the “Managers”) are the managers of RA Capital Management, LLC (“Capital”), which is the sole general partner of RA Capital Biotech Fund, L.P. (“Fund I”) and RA Capital Biotech Fund II, L.P. (“Fund II”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of March 27, 2007, a copy of which is filed with this Schedule 13G as Exhibit 2 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
(b) Address of Principal Business Office: The principal business office of the Reporting Persons with respect to the shares reported hereunder is 111 Huntington Avenue, Suite 610, Boston, Massachusetts 02199.
(c) Citizenship: Capital is a Massachusetts limited liability company. The Fund is a Delaware limited partnership. The Managers are U.S. citizens.
(d) Title and Class of Securities: Common Stock, $0.001 par value (“Common Stock”)
(e) CUSIP Number: 53630P10
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:
N/A
Item 4. Ownership
In the aggregate, the Reporting Persons beneficially own 3,713,962 shares of Common Stock of the Issuer, representing approximately 10.0% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) Fund I beneficially owns 3,662,662 shares of Common Stock representing approximately 9.9% of the class, (ii) Fund II beneficially owns 51,300 shares of Common Stock representing approximately 0.1% of the class and (iii) Capital, as the sole general partner of each of Fund I and Fund II, and Mr. Aldrich and Mr. Kolchinsky as the managers of Capital, each beneficially own 3,713,962 shares of Common Stock of the Issuer representing approximately 10.0% of the class. The percentage of the Common Stock beneficially owned by each Reporting Person is based on a total of 37,120,139 shares of

 

Page 8 of 10

Common Stock of the Issuer outstanding as of February 28, 2007, as reported in the most recent annual report of the Issuer on Form 10-K for the fiscal year ended December 31, 2006.
Each of Fund I and Fund II has the power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Capital, as the sole general partner of Fund I and Fund II, has the sole authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G. The Managers, by virtue of their positions as managers of Capital, have the shared authority to vote and dispose of all of the shares of Common Stock reported in this joint statement Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I hereby 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.

 

Page 9 of 10

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:
  March 27, 2007
 
   
 
    
RA CAPITAL BIOTECH FUND, L.P.
 
    
By:
  RA Capital Management, LLC
General Partner
 
    
By:
  /s/ Richard H. Aldrich
 
Richard H. Aldrich
Manager
 
    
RA CAPITAL BIOTECH FUND II, L.P.
 
    
By:
  RA Capital Management, LLC
General Partner
 
    
By:
  /s/ Richard H. Aldrich
 
Richard H. Aldrich
Manager
 
    
RA CAPITAL MANAGEMENT, LLC
 
    
By:
  /s/ Richard H. Aldrich
 
Richard H. Aldrich
Manager

 

Page 10 of 10

     
RICHARD H. ALDRICH
 
    
/s/ Richard H. Aldrich
 
 
    
PETER KOLCHINSKY
 
    
/s/ Peter Kolchinsky
 

 

 

Page 1 of 2
Exhibit 2
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of March 27, 2007, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Lipid Sciences, Inc. (the “Issuer”) and such statement to which this Joint Filing Agreement is attached as Exhibit 2 is filed on behalf of each of the undersigned. This Agreement expressly supersedes the Joint Filing Agreement dated January 2, 2007 among certain of the parties hereto with respect to the filing of information required by Schedule 13G in relation to Common Stock of the Issuer.
     
RA CAPITAL BIOTECH FUND, L.P.
 
    
By:
  RA Capital Management, LLC
 
  General Partner
 
    
By:
  /s/ Richard H. Aldrich
 
Richard H. Aldrich
Manager
 
    
RA CAPITAL BIOTECH FUND II, L.P.
 
    
By:
  RA Capital Management, LLC
 
  General Partner
 
    
By:
  /s/ Richard H. Aldrich
 
Richard H. Aldrich
Manager
 
    
RA CAPITAL MANAGEMENT, LLC
 
    
By:
  /s/ Richard H. Aldrich
 
Richard H. Aldrich
Manager

 

Page 2 of 2

     
RICHARD H. ALDRICH
 
    
/s/ Richard H. Aldrich
 
 
    
PETER KOLCHINSKY
 
    
/s/ Peter Kolchinsky
 

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