-----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, AXRgmMdhR6nZVs/59/NKcL1yh4+tlXhQs8UR9byaJeX1uVlrdYUZbzpHqmnqysg1 WGSp2TF7lkn4ZZ20ona4UQ== 0000950123-10-112599.txt : 20101210 0000950123-10-112599.hdr.sgml : 20101210 20101210060048 ACCESSION NUMBER: 0000950123-10-112599 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101210 DATE AS OF CHANGE: 20101210 GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO CAPITAL PARTNERS INC. GROUP MEMBERS: RHO CAPITAL PARTNERS VERWALTUNGS GMBH GROUP MEMBERS: RHO MANAGEMENT TRUST I GROUP MEMBERS: RHO MANAGEMENT VENTURES IV LLC GROUP MEMBERS: RHO VENTURES IV GMBH & CO BETEILIGUNGS KG GROUP MEMBERS: RHO VENTURES IV LP GROUP MEMBERS: RHO VENTURES IV QP LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Anacor Pharmaceuticals Inc CENTRAL INDEX KEY: 0001411158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251854385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85788 FILM NUMBER: 101243586 BUSINESS ADDRESS: STREET 1: 1020 E. MEADOW CIRCLE CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 650-543-7500 MAIL ADDRESS: STREET 1: 1020 E. MEADOW CIRCLE CITY: PALO ALTO STATE: CA ZIP: 94303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13D 1 c09527sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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

Anacor Pharmaceuticals Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
032420101
(CUSIP Number)
JEFFREY I. MARTIN
C/O RHO CAPITAL PARTNERS, INC.
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NEW YORK 10019
TELEPHONE: 212-784-8872
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 30, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

 
 


 

Explanatory Note
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Schedule 13D is being filed by the Reporting Persons (as defined below) to report the acquisition of shares of Common Stock (as defined below) of the Issuer (as defined below) on November 30, 2010 as described in Item 3 below.

 

2.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Rho Ventures IV QP LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
(1) This Schedule 13D is filed by Rho Ventures IV QP LP (“RV QP”), Rho Ventures IV LP (“RV IV”), Rho Ventures IV GmbH & Co Beteiligungs KG (“RV KG”), Rho Management Trust I (“RMT I”), Rho Capital Partners Verwaltungs GmbH (“RCP GmbH”), Rho Management Ventures IV LLC (“RMV”) and Rho Capital Partners Inc. (“RCP,” together with RV QP, RV IV, RV KG, RMT I, RCP GmbH, and RMV, collectively, the “Rho Entities”), Mark Leschly (“Leschly”), Habib Kairouz (“Kairouz”) and Joshua Ruch (“Ruch,” together with Leschly, Kairouz and the Rho Entities, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. RMV is the general partner of RV IV and RV QP; RCP GmbH is the general partner of RV KG; RCP is the investment advisor to RMT I. RMV, RCP GmbH and RCP owns no securities of the Issuer directly.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2010.

3.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Rho Ventures IV LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. RMV is the general partner of RV IV and RV QP; RCP GmbH is the general partner of RV KG; RCP is the investment advisor to RMT I. RMV, RCP GmbH and RCP owns no securities of the Issuer directly.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

4.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Rho Ventures IV GmbH & Co Beteiligungs KG
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Germany
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. RMV is the general partner of RV IV and RV QP; RCP GmbH is the general partner of RV KG; RCP is the investment advisor to RMT I. RMV, RCP GmbH and RCP owns no securities of the Issuer directly.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

5.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Rho Management Trust I
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. RMV is the general partner of RV IV and RV QP; RCP GmbH is the general partner of RV KG; RCP is the investment advisor to RMT I. RMV, RCP GmbH and RCP owns no securities of the Issuer directly.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

6.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Rho Capital Partners Verwaltungs GmbH
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Germany
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. RMV is the general partner of RV IV and RV QP; RCP GmbH is the general partner of RV KG; RCP is the investment advisor to RMT I. RMV, RCP GmbH and RCP owns no securities of the Issuer directly.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

7.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Rho Management Ventures IV LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. RMV is the general partner of RV IV and RV QP; RCP GmbH is the general partner of RV KG; RCP is the investment advisor to RMT I. RMV, RCP GmbH and RCP owns no securities of the Issuer directly.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

8.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Rho Capital Partners Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA / CO
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. RMV is the general partner of RV IV and RV QP; RCP GmbH is the general partner of RV KG; RCP is the investment advisor to RMT I. RMV, RCP GmbH and RCP owns no securities of the Issuer directly.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

9.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Mark Leschly
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Kingdom of Denmark
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. Leschly is a managing member of RMV, a managing director of RCP GmbH and a managing partner of RCP. Leschly has voting and investment control over the shares owned by RMT I, RV IV, RV QP and RV KG, and may be deemed to beneficially own the shares held by RMT I, RV IV, RV QP and RV KG.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

10.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Habib Kairouz
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. Kairouz is a managing member of RMV, a managing director of RCP GmbH and a managing partner of RCP. Kairouz has voting and investment control over the shares owned by RMT I, RV IV, RV QP and RV KG, and may be deemed to beneficially own the shares held by RMT I, RV IV, RV QP and RV KG.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

11.


 

                     
CUSIP No.
 
032420101 
 

 

           
1   NAMES OF REPORTING PERSONS

Joshua Ruch
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ(1) 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,621,423 shares of Common Stock (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,621,423 shares of Common Stock (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,621,423 shares of Common Stock (2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.1%(3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,533,600 shares of Common Stock held by RMT I; (ii) 703,859 shares of Common Stock held by RV IV; (iii) 1,657,064 shares of Common Stock held by RV QP; and (iv) 1,726,900 shares of Common Stock held by RV KG. Ruch is a managing member of RMV, a managing director of RCP GmbH and a managing partner of RCP. Ruch has voting and investment control over the shares owned by RMT I, RV IV, RV QP and RV KG, and may be deemed to beneficially own the shares held by RMT I, RV IV, RV QP and RV KG.
(3) This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.

12.


 

Item 1.  
Security and Issuer
(a) This statement on Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”) of Anacor Pharmaceuticals Inc., a Delaware corporation (the “Issuer”).
(b) The principal executive offices of the Issuer are located at 1020 E. Meadow Circle, Palo Alto, California 94303.
Item 2.  
Identity and Background
(a) The persons and entities filing this statement are Rho Ventures IV QP LP (“RV QP”), Rho Ventures IV LP (“RV IV”), Rho Ventures IV GmbH & Co Beteiligungs KG (“RV KG”), Rho Management Trust I (“RMT I”), Rho Capital Partners Verwaltungs GmbH (“RCP GmbH”), Rho Management Ventures IV LLC (“RMV”) and Rho Capital Partners Inc. (“RCP,” together with RV QP, RV IV, RV KG, RMT I, RCP GmbH, and RMV, collectively, the “Rho Entities”) and Mark Leschly (“Leschly”), Habib Kairouz (“Kairouz”) and Joshua Ruch (“Ruch,” together with Leschly, Kairouz and the Rho Entities, collectively, the “Reporting Persons”).
(b) The address of the principal place of business of each of the Reporting Persons is 152 West 57th Street, 23rd Floor, New York, New York 10019.
(c) The principal business of each of the Reporting Persons is the venture capital investment business.
(d) During the last five years, none of the Reporting Persons nor the Listed Persons (as defined below) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons nor the Listed Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Leschly is a citizen of the Kingdom of Denmark, Kairouz and Ruch are citizens of the United States. RV QP and RV IV are Delaware limited partnerships. RMT I is a New York grantor trust. RMV is a Delaware limited liability company. RCP is a New York corporation. RCP GmbH is a German limited liability company. RV KG is a German limited partnership.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managers and each other person controlling RMV, RCP GmbH and RCP (the “Listed Persons”) required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.
Item 3.  
Source and Amount of Funds or Other Consideration
On November 23, 2010, the Issuer’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission (the “SEC”) in connection with its initial public offering of its Common Stock was declared effective by the SEC. The closing of the offering took place on November 30, 2010, and at such closing RMT I, RV IV, RV QP and RV KG purchased an aggregate of 2,400,000 shares (the “Shares”) of Common Stock at the initial public offering price of $5.00 per share, for a total purchase price of $12,000,000. The funds used by the Rho Entities to acquire the securities described herein were obtained from capital contributions by their respective partners.
Item 4.  
Purpose of Transaction
RMT I, RV IV, RV QP and RV KG agreed to purchase the Shares for investment purposes with the aim of increasing the value of its investments and the Issuer.
Leschly is a member of the Board of Directors of the Issuer and also serves as a managing member of RMV, a managing director of RCP GmbH and a managing partner of RCP.
Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.

 

13.


 

Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.
Item 5.  
Interest in Securities of the Issuer
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this Statement on Schedule 13D is provided as of the date of this filing:
                                                         
    Shares     Sole     Shared     Sole     Shared             Percentage  
    Held     Voting     Voting     Dispositive     Dispositive     Beneficial     of  
Reporting Persons   Directly     Power     Power (1)     Power     Power (1)     Ownership     Class (2)  
RMT I
    1,533,600       0       5,621,423       0       5,621,423       5,621,423       21.1 %
RV IV
    703,859       0       5,621,423       0       5,621,423       5,621,423       21.1 %
RV QP
    1,657,064       0       5,621,423       0       5,621,423       5,621,423       21.1 %
RV KG
    1,726,900       0       5,621,423       0       5,621,423       5,621,423       21.1 %
RCP GmbH
    0       0       5,621,423       0       5,621,423       5,621,423       21.1 %
RMV
    0       0       5,621,423       0       5,621,423       5,621,423       21.1 %
RCP
    0       0       5,621,423       0       5,621,423       5,621,423       21.1 %
Leschly
    0       0       5,621,423       0       5,621,423       5,621,423       21.1 %
Kairouz
    0       0       5,621,423       0       5,621,423       5,621,423       21.1 %
Ruch
    0       0       5,621,423       0       5,621,423       5,621,423       21.1 %
 
     
(1)  
Leschly, Kairouz and Ruch serve as managing members of RMV, managing directors of RCP GmbH and managing partners of RCP. RMV is the general partner of RV IV and RV QP; RCP GmbH is the general partner of RV KG; RCP is the investment advisor to RMT I. RMV, RCP GmbH and RCP owns no securities of the Issuer directly. Leschly, Kairouz and Ruch have voting and investment control over the shares owned by RMT I, RV IV, RV QP and RV KG, and may be deemed to beneficially own the shares held by RMT I, RV IV, RV QP and RV KG.
 
(2)  
This percentage is calculated based upon 26,614,227 shares of the Issuer’s Common Stock outstanding upon completion of the Issuer’s initial public offering, based on disclosure in the Issuer’s prospectus dated November 23, 2010, filed with the SEC on November 24, 2010.
The information provided in Item 3 is hereby incorporated by reference.

 

14.


 

Item 6.  
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Amended and Restated Investor Rights Agreement
Certain of the Rho Entities and other stockholders (collectively, the “Holders”) of the Issuer have entered into an Amended and Restated Investor Rights Agreement dated December 24, 2008, as amended on July 22, 2010 (the “Investor Rights Agreement”) with the Issuer. Subject to the terms of the Investor Rights Agreement, holders of shares having registration rights (“Registrable Securities”) can demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing.
Demand Registration Rights
If the Issuer shall receive at any time after May 22, 2011, a written request from the Investor Holders (as defined in the Investor Rights Agreement) of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Issuer file a registration statement under the Securities Act of 1933, and if the aggregate offering price to the public (net of any underwriters’ discounts or commissions) shall be reasonably expected by the Issuer to be at least $5,000,000, then the Issuer shall, subject to certain limitations, use its reasonable best efforts to effect as soon as practicable the registration under the Securities Act of all Registrable Securities which the Initiating Holders request to be registered, together with any Registrable Securities of any Holder who elects to include its shares in such registration.
It the Issuer furnishes to the Initiating Holders a certificate signed by the Chief Executive Officer of the Issuer stating that in the good faith judgment of the Issuer’s board of directors, it would be seriously detrimental to the Issuer and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Issuer shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Issuer may not utilize this right more than once in any 12-month period.
The Issuer shall not be obligated to effect, or to take any action to effect, any demand registration after the Issuer has effected two demand registrations and such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold.
The Issuer shall not be obligated to effect, or to take any action to effect, any demand registration during the period starting with the date 60 days prior to the Issuer’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration statement pursuant to which the Holders are entitled to piggyback registration rights (as described below).
Piggyback Registration Rights
If the Issuer proposes to register any of its stock in connection with the public offering of such securities by the Issuer or on behalf of selling stockholders, the Issuer shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder, the Issuer shall, subject to the certain limitations, use its reasonable best efforts to cause to be registered all of the Registrable Securities that each such Holder has requested to be registered.
Form S-3 Registration Rights
If the Issuer shall receive from any Holder or Holders a written request that the Issuer effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Issuer will promptly give written notice of the proposed registration to all other Holders and as soon as practicable, subject to certain limitations, use its reasonable best efforts to effect such registration of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 20 days after receipt of such notice from the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to effect any such Form S-3 registration:
   
if Form S-3 is not available for such offering by the Holders;
 
   
if the Holders, together with the holders of any other securities of the Issuer entitled for inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
 
   
if the Issuer shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Issuer stating that in the good faith judgment of the Board, it would be seriously detrimental to the Issuer and its stockholders for such Form S-3 registration to be effected at such time, in which event the Issuer shall have the right to defer the filing of the Form S-3 for a period of not more than 120 days after receipt of the request of the Holder or Holders for a Form S-3 registration; provided, however, that the Issuer shall not utilize this right more than once in any 12-month period;

 

15.


 

   
if the Issuer has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders; or
 
   
during the period ending 180 days after the effective date of a registration statement pursuant to which the Holders are entitled to piggyback registration rights.
Except as otherwise set forth above, the Holders shall be entitled to request an unlimited number of registrations on Form S-3.
Expenses of Registration
Subject to certain limitations, the Issuer will pay all registration expenses, other than underwriting discounts and commissions, related to any registration effected pursuant to the Investor Rights Agreement.
Indemnification
The Investor Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to the Issuer, and the selling stockholders are obligated to indemnify the Issuer for material misstatements or omissions attributable to them.
Termination
No Holder shall be entitled to exercise any registration rights after the earlier of such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares during a three-month period without registration, without reference to the unlimited resale provisions of Rule 144.
Right of First Offer
Subject to certain exceptions (as set for the below), each time the Issuer proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“ROFR Shares”), the Issuer shall first make an offering of such ROFR Shares to each Holder (the “ROFR”). A Holder who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners, members or affiliates in such proportions as it deems appropriate.
The following offerings of securities are excluded from the ROFR and securities proposed to be issued in such transactions are not considered ROFR Shares:
   
securities offered to the public generally pursuant to a registration statement under the Securities Act;
 
   
Common Stock reserved for issuance pursuant to the Issuer’s 2001 Equity Incentive Plan, as amended, and additional shares of Common Stock (or options therefor) issued or issuable to employees, consultants and directors, pursuant to other plans or agreements approved by the Board for the primary purpose of soliciting or retaining their services;
 
   
securities issued or issuable pursuant to the conversion or exercise of convertible or exercisable securities that were outstanding as of December 24, 2008 or that are issued in compliance with the ROFR;
 
   
securities issued or issuable in connection with a bona fide business acquisition of or by the Issuer, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, approved by the Board;
 
   
securities issued or issuable to financial institutions, landlords, lessors or other similar institutions in connection with commercial credit arrangements, real estate transactions, equipment financings or similar transactions, the primary purpose of which it other than to obtain equity financing for the Issuer through the issuance of equity securities, approved by the Board;
 
   
securities issued or issuable pursuant to a stock split, stock dividend, combination or like event; or
 
   
securities issued or issuable pursuant to a strategic alliance or partnering arrangement entered into primarily for non-capital raising purposes and approved by the Board.

 

16.


 

In addition to the foregoing, the ROFR shall not be applicable with respect to any Holder and any subsequent securities issuance, if (i) at the time of such subsequent securities issuance, the Holder is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (ii) such subsequent securities issuance is otherwise being offered only to accredited investors.
Lock-up Agreement
RMT I, RV IV, RV QP, RV KG and Leschly, along with all of the Issuer’s officers and directors and substantially all of the Issuer’s stockholders, have agreed that, subject to certain limited exceptions, they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. on behalf of the underwriters for a period of 180 days after November 23, 2010 (such period, the “Lock-up Period”).
In the event that either (1) during the last 17 days of the Lock-up Period, the Issuer releases earnings results or material news or a material event relating to the Issuer occurs or (2) prior to the expiration of the Lock-up Period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in either case the expiration of the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. on behalf of the underwriters waives, in writing, such an extension.
The foregoing description of the terms of the Investor Rights Agreement and the Lock-up Agreement is intended as a summary only and is qualified in its entirety by reference to the Investor Rights Agreement and Form of Lock-up Agreement, which are filed as exhibits to this Schedule 13D and incorporated by reference herein.
The information provided in Items 3, 4 and 5 is hereby incorporated by reference.
Other than as described in this Schedule 13D, to the best of the Reporting Persons’ and Listed Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
Item 7.  
Material to Be Filed as Exhibits
A.  
Amended and Restated Investor Rights Agreement by and among the Issuer and the investors listed on Exhibit A thereto, dated as of December 24, 2008, (incorporated by reference to Exhibit 4.3 of the Issuer’s Registration Statement of Form S-1 (SEC File No. 333-169322), filed with the SEC on September 10, 2010).
 
B.  
Form of Lock-up Agreement.
 
C.  
Agreement regarding filing of joint Schedule 13D.

 

17.


 

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: December 10, 2010
         
RHO VENTURES IV QP LP
RHO VENTURES IV LP
By   its General Partner, Rho Management
        Ventures IV LLC
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO MANAGEMENT VENTURES IV LLC
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO VENTURES IV GMBH & CO BETEILIGUNGS KG
By   its General Partner, Rho Capital Partners
        Verwaltungs GmbH
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO CAPITAL PARTNERS VERWALTUNGS GMBH
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO MANAGEMENT TRUST I
By   its Investment Advisor, Rho Capital Partners
        Inc.
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO CAPITAL PARTNERS INC.
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
     
/s/ Jeffrey I. Martin      
Jeffrey I. Martin, as Authorized Signer, on behalf of Mark Leschly     
     
/s/ Jeffrey I. Martin      
Jeffrey I. Martin, as Authorized Signer, on behalf of Habib Kairouz     
     
/s/ Jeffrey I. Martin      
Jeffrey I. Martin, as Authorized Signer, on behalf of Joshua Ruch     
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)

18.


 

SCHEDULE I
Managers:
Mark Leschly
c/o Rho Ventures
152 West 57th Street, 23rd Floor
New York, New York 10019.
Principal Occupation:
A managing member of Rho Management Ventures IV LLC, a managing director of Rho Capital Partners Verwaltungs GmbH and a managing partner of Rho Capital Partners Inc.
Citizenship:
Kingdom of Denmark
Habib Kairouz
c/o Rho Ventures
152 West 57th Street, 23rd Floor
New York, New York 10019.
Principal Occupation:
A managing member of Rho Management Ventures IV LLC, a managing director of Rho Capital Partners Verwaltungs GmbH and a managing partner of Rho Capital Partners Inc.
Citizenship:
United States
Joshua Ruch
c/o Rho Ventures
152 West 57th Street, 23rd Floor
New York, New York 10019.
Principal Occupation:
A managing member of Rho Management Ventures IV LLC, a managing director of Rho Capital Partners Verwaltungs GmbH and a managing partner of Rho Capital Partners Inc.
Citizenship:
United States

 

19.


 

EXHIBIT INDEX
A.  
Amended and Restated Investor Rights Agreement by and among the Issuer and the investors listed on Exhibit A thereto, dated as of December 24, 2008, (incorporated by reference to Exhibit 4.3 of the Issuer’s Registration Statement of Form S-1 (SEC File No. 333-169322), filed with the SEC on September 10, 2010).
 
B.  
Form of Lock-up Agreement.
 
C.  
Agreement regarding filing of joint Schedule 13D.

 

20.

EX-99.B 2 c09527exv99wb.htm EXHIBIT B Exhibit B
Exhibit B
FORM OF LOCK-UP AGREEMENT
October [], 2010
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
As Representatives of
the several Underwriters listed in
Schedule 1 to the Underwriting
Agreement referred to below
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Re:     Anacor Pharmaceuticals, Inc. — Initial Public Offering
Ladies and Gentlemen:
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Anacor Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Common Stock of the Company (the “Securities”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “Registration Statement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than (A) the Securities to be sold by the

 

 


 

undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock as a bona fide gift or gifts, (C) distributions of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to limited or general partners, members or stockholders of the undersigned, (D) distributions of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to any trust or partnership for the direct or indirect benefit of the undersigned, (E) distributions of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to immediate family of the undersigned or any member of the immediate family of the undersigned, by will or intestate succession; or (F) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided, that in the case of any transfer or distribution or other transaction pursuant to clause (B) through (E), each donee, distributee or transferee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) through (F), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day restricted period). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless such extension is waived in writing by Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. on behalf of the Underwriters.
In the event that Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. release, in full or in part, any officer, director or stockholder of the Company (a “Stockholder”) from the restrictions of any lock-up agreement signed by such Stockholder with the Underwriters (a “Triggering Release”), then the undersigned shall be released in the same manner from the restrictions of this Agreement (i.e., in an amount equal to the same percentage of the Securities being released in the Triggering Release relative to the undersigned’s ownership of Securities at the time of the request of the Triggering Release); provided that (i) in order to request a Triggering Release, the Stockholder requesting the Triggering Release must make a request in writing to the Company setting forth the number of Securities to be released; (ii) the Company must notify the other Stockholders of the requested Triggering Release within three business days; (iii) any other Stockholder that intends to request a release of a pro rata portion of the Securities held by them (the “Pro Rata Stockholders”) must (x) make such a request in writing to the Company and (y) certify in writing to the Underwriters and the Company the total number of Securities held by such Pro Rata Stockholder; (iv) the Company must (x) make a request in writing to Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. setting forth for the Stockholder requesting the Triggering Release and for each Pro Rata Stockholder the number of Securities for which each such Stockholder is requesting a release and (y) provide to Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. the total number of shares of common stock of the Company outstanding as of the date of the request of such Triggering Release and certify in writing to the Underwriters that such number is true and accurate. If the Company fails to notify the undersigned within three business days of the request of the Triggering Release, the failure to give such notice shall not give rise to any claim or liability against Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or the Underwriters.

 

 


 

Notwithstanding the foregoing, (i) no release by Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. of any Securities will constitute a Triggering Release if the aggregate of such releases granted to any individual Stockholder requesting a release does not exceed 200,000 shares of Securities during the restricted period (as adjusted for any stock splits, reverse stock splits and the like after the date hereof) (for the avoidance of doubt, each individual affiliate of the undersigned that is a party to a separate lock-up agreement with the Underwriters shall be treated as a separate Stockholder); (ii) if the release, in full or in part, of any Securities from the restrictions of its lock-up agreement is in connection with a follow-on offering of common stock (the “Follow-On Offering”), then the Securities held by the undersigned shall be released only if the undersigned enters into a new lock-up agreement with the underwriters with respect to the Securities that are not being released, upon terms and conditions reasonably satisfactory to the Underwriters but with restrictions that will be no more restrictive than those set forth herein (other than that the expiration of the new lock-up may be up to 180 days from the date of such Follow-On Offering, subject to extension on the same terms as set forth herein) and only to the extent that the undersigned agrees to participate as a selling stockholder in the Follow-On Offering and to sell any of the Securities released from the restrictions of this Agreement in such Follow-On Offering; and (iii) Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. shall not release, in full or in part, any Stockholder from the restrictions of any lock-up agreement signed by such Stockholder with the Underwriters unless such Stockholder shall have first made a request pursuant to the clause (i) of the preceding paragraph.
The undersigned may exercise any options or warrants to purchase Common Stock, provided, in such case, any exercise price is paid in cash or through a net exercise provision, and not through the sale of shares, and provided further that the shares of Common Stock issued upon exercise shall remain subject to this Letter Agreement.
The undersigned may during the restricted period referred to in this letter agreement establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock during the restricted period referred to herein and provided further that no filing by any party, including but not limited to the undersigned or the Company, under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such plan (other than a filing on a Form 5 made after the expiration of the 180-day restricted period).
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned understands that, if (i) the Underwriting Agreement is not executed on or prior to the date that is nine months after the initial filing of the Registration Statement, (ii) either Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., on the one hand, or the Company, on the other hand, have advised the other(s) in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall immediately upon such date be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

 

 


 

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
         
 

Very truly yours,
[NAME OF SECURITYHOLDER]
 
 
  By:      
    Name:      
    Title:      
 

 

 

EX-99.C 3 c09527exv99wc.htm EXHIBIT C Exhibit C
Exhibit C
JOINT FILING STATEMENT
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the Common Stock of Anacor Pharmaceuticals Inc. is filed on behalf of each of the undersigned.
Date: December 10, 2010
         
RHO VENTURES IV QP LP
RHO VENTURES IV LP
By   its General Partner, Rho Management
        Ventures IV LLC
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO MANAGEMENT VENTURES IV LLC
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO VENTURES IV GMBH & CO BETEILIGUNGS KG
By   its General Partner, Rho Capital Partners
        Verwaltungs GmbH
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO CAPITAL PARTNERS VERWALTUNGS GMBH
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO MANAGEMENT TRUST I
By   its Investment Advisor, Rho Capital Partners
        Inc.
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
 
RHO CAPITAL PARTNERS INC.
 
   
By:   /s/ Jeffrey I. Martin      
  Jeffrey I. Martin     
  Authorized Signer     
     
/s/ Jeffrey I. Martin      
Jeffrey I. Martin, as Authorized Signer, on behalf of Mark Leschly     
     
/s/ Jeffrey I. Martin      
Jeffrey I. Martin, as Authorized Signer, on behalf of Habib Kairouz     
     
/s/ Jeffrey I. Martin      
Jeffrey I. Martin, as Authorized Signer, on behalf of Joshua Ruch     
     
 

 

 

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