0001144204-14-012240.txt : 20140228 0001144204-14-012240.hdr.sgml : 20140228 20140227195936 ACCESSION NUMBER: 0001144204-14-012240 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140228 DATE AS OF CHANGE: 20140227 GROUP MEMBERS: DAVID L. DOUGLASS GROUP MEMBERS: DEEPIKA R. PAKIANATHAN, PH.D. GROUP MEMBERS: DELPHI BIOINVESTMENTS VII, L.P. GROUP MEMBERS: DELPHI MANAGEMENT PARTNERS VII, L.L.C. GROUP MEMBERS: DOUGLAS A. ROEDER GROUP MEMBERS: JAMES J. BOCHNOWSKI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Relypsa Inc CENTRAL INDEX KEY: 0001416792 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 260893742 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87732 FILM NUMBER: 14651078 BUSINESS ADDRESS: STREET 1: 700 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-421-9500 MAIL ADDRESS: STREET 1: 700 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELPHI VENTURES VII L P CENTRAL INDEX KEY: 0001336922 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: BUILDING 1 SUITE 135 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-9650 MAIL ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: BUILDING 1 SUITE 135 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 v369980_sc13g.htm SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

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

 

(Amendment No. )* Corrected1

 

Relypsa, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
759531106
(CUSIP Number)
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 1 This Corrected Schedule 13G is being filed to correct the Schedule 13G previously filed by the reporting persons on February 7, 2014, which inadvertently included a transposition error with respect to certain holdings reported therein. Upon discovery of this error, the reporting persons promptly took steps to file this Corrected Schedule 13G.

 

Page 1 of 15 Pages

Exhibit Index on Page 13

 

 
 

 

CUSIP NO. 759531106 13 G Page 2 of 15 Pages

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delphi Ventures VII, L.P. (“DV VII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5 SOLE VOTING POWER
2,384,083 shares, except that Delphi Management Partners VII, L.L.C. (“DMP VII”), the general partner of DV VII, may be deemed to have sole power to vote these shares, and James J. Bochnowski (“Bochnowski”), David L. Douglass (“Douglass”), Douglas A. Roeder (“Roeder”), and Deepika R. Pakianathan, Ph.D. (“Pakianathan”), the managing members of DMP VII, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
2,384,083 shares, except that DMP VII, the general partner of DV VII, may be deemed to have sole power to dispose of these shares, and Bochnowski, Douglass, Roeder and Pakianathan, the managing members of DMP VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,384,083
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
8.3%
12 TYPE OF REPORTING PERSON  
PN

  

 
 

  

CUSIP NO. 759531106 13 G Page 3 of 15 Pages

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delphi BioInvestments VII, L.P. (“DBI VII”)*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5 SOLE VOTING POWER

23,835 shares, except that DMP VII, the general partner of DBI VII, may be deemed to have sole power to vote these shares, and Bochnowski, Douglass, Roeder and Pakianathan, the managing members of DMP VII, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
23,835 shares, except that DMP VII, the general partner of DBI VII, may be deemed to have sole power to dispose of these shares, and Bochnowski, Douglass, Roeder and Pakianathan, the managing members of DMP VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,835
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
0.1%
12 TYPE OF REPORTING PERSON PN

  

* This Corrected Schedule 13G is being filed to correct the Schedule 13G filed on February 7, 2014, which inadvertently misstated the holdings of this reporting person as 23,853 shares.

 

 
 

  

CUSIP NO. 759531106 13 G Page 4 of 15 Pages

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delphi Management Partners VII, L.L.C. (“DMP VII”)*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5 SOLE VOTING POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. DMP VII, the general partner of DV VII and DBI VII, may be deemed to have sole power to vote these shares, and Bochnowski, Douglass, Roeder and Pakianathan, the managing members of DMP VII, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. DMP VII, the general partner of DV VII and DBI VII, may be deemed to have sole power to dispose of these shares, and Bochnowski, Douglass, Roeder and Pakianathan, the managing members of DMP VII, may be deemed to have shared power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,407,918

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
8.4%
12 TYPE OF REPORTING PERSON OO

 

* This Corrected Schedule 13G is being filed to correct the Schedule 13G filed on February 7, 2014, which inadvertently misstated the holdings of this reporting person as 2,407,936 shares.

 

 
 

 

CUSIP NO. 759531106 13 G Page 5 of 15 Pages

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

James J. Bochnowski*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5 SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. Bochnowski is a managing member of DMP VII, the general partner of DV VII and DBI VII, and may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

0 shares

8 SHARED DISPOSITIVE POWER
2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. Bochnowski is a managing member of DMP VII, the general partner of DV VII and DBI VII, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,407,918
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
8.4%
12 TYPE OF REPORTING PERSON IN

 

* This Corrected Schedule 13G is being filed to correct the Schedule 13G filed on February 7, 2014, which inadvertently misstated the holdings of this reporting person as 2,407,936 shares.

 

 
 

 

CUSIP NO. 759531106 13 G Page 6 of 15 Pages

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

David L. Douglass*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5 SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. Douglass is a managing member of DMP VII, the general partner of DV VII and DBI VII, and may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

0 shares

8 SHARED DISPOSITIVE POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. Douglass is a managing member of DMP VII, the general partner of DV VII and DBI VII, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,407,918

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
8.4%
12 TYPE OF REPORTING PERSON IN

 

* This Corrected Schedule 13G is being filed to correct the Schedule 13G filed on February 7, 2014, which inadvertently misstated the holdings of this reporting person as 2,407,936 shares.

 

 
 

 

CUSIP NO. 759531106 13 G Page 7 of 15 Pages

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Douglas A. Roeder*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5 SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. Roeder is a managing member of DMP VII, the general partner of DV VII and DBI VII, and may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

0 shares

8 SHARED DISPOSITIVE POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. Roeder is a managing member of DMP VII, the general partner of DV VII and DBI VII, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,407,918

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
8.4%
12 TYPE OF REPORTING PERSON IN

 

* This Corrected Schedule 13G is being filed to correct the Schedule 13G filed on February 7, 2014, which inadvertently misstated the holdings of this reporting person as 2,407,936 shares.

 

 
 

  

CUSIP NO. 759531106 13 G Page 8 of 15 Pages

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Deepika R. Pakianathan, Ph.D.*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5 SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. Pakianathan is a managing member of DMP VII, the general partner of DV VII and DBI VII, and may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

0 shares

8 SHARED DISPOSITIVE POWER

2,407,918 shares, of which 2,384,083 are directly owned by DV VII and 23,835 are directly owned by DBI VII. Pakianathan is a managing member of DMP VII, the general partner of DV VII and DBI VII, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,407,918

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
8.4%
12 TYPE OF REPORTING PERSON IN

 

* This Corrected Schedule 13G is being filed to correct the Schedule 13G filed on February 7, 2014, which inadvertently misstated the holdings of this reporting person as 2,407,936 shares.

 

 

 
 

 

CUSIP NO. 759531106 13 G Page 9 of 15 Pages

 

This Corrected Schedule 13G amends and restates in its entirety the Schedule 13G previously filed by the Reporting Persons (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A).NAME OF ISSUER:

 

Relypsa, Inc.

 

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

 

700 Saginaw Drive

Redwood City, CA 94063

 

ITEM 2(A).NAME OF PERSONS FILING:

 

This statement is filed by Delphi Ventures VII, L.P., a Delaware limited partnership (“DV VII”), Delphi BioInvestments VII, L.P., a Delaware limited partnership (“DBI VII”), Delphi Management Partners VII, L.L.C., a Delaware limited liability company (“DMP VII”) and the general partner of DV VII and DBI VII, and James J. Bochnowski (“Bochnowski”), David L. Douglass (“Douglass”), Douglas A. Roeder (“Roeder”) and Deepika R. Pakianathan, Ph.D. (“Pakianathan”), the managing members of DMP VII. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

DMP VII is the general partner of DV VII and DBI VII and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DV VII and DBI VII. Bochnowski, Douglass, Roeder and Pakianathan are the managing members of DMP VII and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by DV VII and DBI VII.

 

ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

 

The address of the principal business office for each of the Reporting Persons is:

 

Delphi Ventures

3000 Sand Hill Road, #1-135

Menlo Park, CA 94025

 

ITEM 2(C)CITIZENSHIP:

 

DV VII and DBI VII are Delaware limited partnerships. DMP VII is a Delaware limited liability company. Bochnowski, Douglass, Roeder and Pakianathan are United States citizens.

 

ITEM 2(D) AND ITEM 2(E).         TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:

 

Common Stock

CUSIP # 759531106

 

ITEM 3.Not Applicable.

 

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.

 

 
 

  

CUSIP NO. 759531106 13 G Page 10 of 15 Pages

 

(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 such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

 

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

 

Under certain circumstances set forth in the limited partnership agreements of each of DV VII and DBI VII and the limited liability company agreement of DMP VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner, or member.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

 

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP:

 

Not applicable.

 

 
 

  

CUSIP NO. 759531106 13 G Page 11 of 15 Pages

 

ITEM 10.CERTIFICATION:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

 

CUSIP NO. 759531106 13 G Page 12 of 15 Pages

 

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.

 

Dated: February 27, 2014

 

Entities:
 
DELPHI MANAGEMENT PARTNERS VII, L.L.C.
 
DELPHI VENTURES VII, L.P.
DELPHI BIOINVESTMENTS VII, L.P.

 

By: /s/ Matthew T. Potter  
  Matthew T. Potter, Attorney-in-fact  
  for above-listed entities*  

 

Individuals:
 
James J. Bochnowski
David L. Douglass
Douglas A. Roeder
Deepika R. Pakianathan, Ph.D.

 

By: /s/ Matthew T. Potter  
  Matthew T. Potter, Attorney-in-fact  
  for above-listed individuals*  

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 
 

 

CUSIP NO. 759531106 13 G Page 13 of 15 Pages

 

EXHIBIT INDEX

 

Exhibit   Found on
Sequentially
Numbered Page
     
Exhibit A: Agreement of Joint Filing   14
     
Exhibit B: Power of Attorney   15

 

 
 

 

CUSIP NO. 759531106 13 G Page 14 of 15 Pages

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Relypsa, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 
 

 

CUSIP NO. 759531106 13 G Page 15 of 15 Pages

  

exhibit B

 

Power of Attorney

 

Matthew T. Potter has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.