0001104659-12-009760.txt : 20120214 0001104659-12-009760.hdr.sgml : 20120214 20120214162245 ACCESSION NUMBER: 0001104659-12-009760 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANZYME INC CENTRAL INDEX KEY: 0001274644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 631192270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86177 FILM NUMBER: 12610244 BUSINESS ADDRESS: STREET 1: 5001 SOUTH MIAMI BOULEVARD STREET 2: SUITE 300 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919 474 0020 MAIL ADDRESS: STREET 1: 5001 SOUTH MIAMI BOULEVARD STREET 2: SUITE 300 CITY: DURHAM STATE: NC ZIP: 27703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BDC CAPITAL INC. CENTRAL INDEX KEY: 0001430885 IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SUITE 300, 5 PLACE VILLE MARIE CITY: MONTREAL STATE: A8 ZIP: H3B 5E7 BUSINESS PHONE: 514-283-0869 MAIL ADDRESS: STREET 1: SUITE 300, 5 PLACE VILLE MARIE CITY: MONTREAL STATE: A8 ZIP: H3B 5E7 SC 13G 1 a12-5086_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.     )*

 

Tranzyme, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

89413J102

(CUSIP Number)

December 31, 2011

(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 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. 89413J102

 

 

1.

Names of Reporting Persons

BDC Capital Inc.

 

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

 

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

Canadian

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,238,825

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
2,238,825

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,238,825

 

 

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)
9.1% (1)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1) This percentage is calculated based upon 24,558,845 shares of the Issuer’s common stock outstanding as of September 30, 2011, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2011.

 

2


 

Item 1.

 

(a)

Name of Issuer
Tranzyme, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
4819 Emperor Boulevard, Ste. 400, Durham, North Carolina 27703, United States

 

Item 2.

 

(a)

Name of Person Filing
BDC Capital Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
5 Place Ville Marie, Suite 300
Montreal, Québec, Canada H3B 5E7

 

(c)

Citizenship
Canadian

 

(d)

Title of Class of Securities
Common stock, $0.00001 par value per share (the “Common Stock”).

 

(e)

CUSIP Number
The CUSIP number of the Common Stock is 89413J102.

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

 

Not Applicable.

 

 

3


 

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:    2,238,825 shares

 

 

(b)

Percent of class:    9.1%

 

 

(c)

Number of shares as to which the person has:   

 

 

 

(i)

Sole power to vote or to direct the vote    2,238,825 shares

 

 

 

(ii)

Shared power to vote or to direct the vote     Not applicable

 

 

 

(iii)

Sole power to dispose or to direct the disposition of    2,238,825 shares

 

 

 

(iv)

Shared power to dispose or to direct the disposition of    Not applicable

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

Item 7.

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

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

 

 

4


 

Item 10.

Certification

 

 

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.

 

 

February 14, 2012

 

Date

 


/s/ Jean-Francois Pariseau

 

Signature

 


Jean-Francois/Pariseau Partner, BDC Capital Inc.

 

Name/Title

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5