0001104659-15-010531.txt : 20150218 0001104659-15-010531.hdr.sgml : 20150216 20150213183002 ACCESSION NUMBER: 0001104659-15-010531 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: BARBARA N. LUBASH GROUP MEMBERS: BRADLEY J. BOLZON GROUP MEMBERS: BRIAN G. ATWOOD GROUP MEMBERS: CHARLES M. WARDEN GROUP MEMBERS: DONALD B. MILDER GROUP MEMBERS: REBECCA B. ROBERTSON GROUP MEMBERS: ROBIN L. PRAEGER GROUP MEMBERS: ROSS A. JAFFE GROUP MEMBERS: SAMUEL D. COLELLA GROUP MEMBERS: VERSANT VENTURE CAPITAL III, L.P. GROUP MEMBERS: VERSANT VENTURES III, LLC GROUP MEMBERS: WILLIAM J. LINK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCULAR THERAPEUTIX, INC CENTRAL INDEX KEY: 0001393434 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88264 FILM NUMBER: 15616987 BUSINESS ADDRESS: STREET 1: 36 CROSBY DRIVE STREET 2: SUITE 101 CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 781-895-3235 MAIL ADDRESS: STREET 1: 36 CROSBY DRIVE STREET 2: SUITE 101 CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: I-THERAPEUTIX INC DATE OF NAME CHANGE: 20070315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Versant Side Fund III, L.P. CENTRAL INDEX KEY: 0001456585 IRS NUMBER: 203710304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: SUITE 3630 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 650-233-2211 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: SUITE 3630 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G 1 a15-4513_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

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.     )*

 

Ocular Therapeutix, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

675767A100

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

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

 

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

 



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons.
Versant Side Fund III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
17,391 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
17,391 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,391 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.1% (3)

 

 

12

Type of Reporting Person*
PN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) VV III serves as the sole general partner of VSF III and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW, BNL and RLP are managing directors and/or members of VV III and share voting and dispositive power over the shares held by VSF III; however, they disclaim beneficial ownership of the shares held by VSF III except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

2



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons.
Versant Venture Capital III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
2,944,993 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
2,944,993 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,944,993 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.8% (3)

 

 

12

Type of Reporting Person*
PN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) VV III serves as the sole general partner of VVC III and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW, BNL and RLP are managing directors and/or members of VV III and share voting and dispositive power over the shares held by VVC III; however, they disclaim beneficial ownership of the shares held by VVC III except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

3



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Versant Ventures III, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
OO

 


(1)  This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”),  Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)  Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW, BNL and RLP are managing directors and/or members of VV III and share voting and dispositive power over the shares held by VSF III and VVC III; however, they disclaim beneficial ownership of the shares held by VSF III and VVC III except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)  This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

4



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Brian G. Atwood

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly. BGA is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, he disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

5



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Samuel D. Colella

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   SDC is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, he disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

6



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Ross A. Jaffe

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III. VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   RAJ is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, he disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

7



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
William J. Link

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   WJL is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, he disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

8



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Donald B. Milder

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   DBM is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, he disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

9



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Rebecca B. Robertson

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   RBR is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, she disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of her pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

10



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Bradley J. Bolzon

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   BJB is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, he disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

11



 

 

1

Names of Reporting Persons
Charles M. Warden

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,156 shares (2)

 

6

Shared Voting Power
2,962,384 shares of Common Stock (3)

 

7

Sole Dispositive Power
3,156 shares (2)

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,965,540 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (4)

 

 

12

Type of Reporting Person*
IN

 


(1)         This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Includes an option to purchase 3,156 shares of Common Stock which are exercisable within 60 day of December 31, 2014..

(3)         Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   CMW is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, he disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4)         This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

12



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Barbara N. Lubash

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   BNL is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, she disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of her pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

13



 

CUSIP No. 675767A100

13 G

 

 

 

1

Names of Reporting Persons
Robin L. Praeger

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,962,384 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,962,384 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,962,384 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (3)

 

 

12

Type of Reporting Person*
IN

 


(1) This Schedule 13G is filed by Versant Side Fund III, L.P., a Delaware limited partnership (“VSF III”), Versant Venture Capital III, L.P., a Delaware limited partnership (“VVC III”), Versant Ventures III, LLC, a Delaware limited liability company (“VV III”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Robin L. Praeger (“RLP”) and Barbara N. Lubash (“BNL” and together with VSF III, VVC III, VV III, BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and RLP, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 17,391 shares held by VSF III; and (ii) 2,944,993 shares held by VVC III.  VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.   RLP is a managing director and/or member of VV III and shares voting and dispositive power over the shares held by VSF III and VVC III; however, he disclaims beneficial ownership of the shares held by VSF III and VVC III except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

14



 

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Ocular Therapeutix, Inc. (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer:
Ocular Therapeutix, Inc.

 

 

Address of Issuer’s Principal Executive Offices:
36 Crosby Drive, Suite 101

Bedford, MA  01730

 

Item 2

 

(a)

Name of Person(s) Filing:
Versant Side Fund III, L.P.  (“VSF III”)

Versant Venture Capital III, L.P.  (“VVC III”)

Versant Ventures III, LLC (“VV III”)

Brian G. Atwood (“BGA”)

Samuel D. Colella (“SDC”)

Ross A. Jaffe (“RAJ”)

William J. Link (“WJL”)

Donald B. Milder (“DBM”)

Rebecca B. Robertson (“RBR”)

Bradley J. Bolzon (“BJB”)

Charles M. Warden (“CMW”)

Barbara N. Lubash (“BNL”)

Robin L. Praeger (“RLP”)

 

(b)

Address of Principal Business Office:
c/o Versant Venture Management, LLC

One Sansome Street, Suite 3630

San Francisco, CA  94104

 

(b)

Citizenship:

 

 

Entities:

VSF III

-

Delaware, United States of America

 

 

 

VVC III

-

Delaware, United States of America

 

 

 

VV III

-

Delaware, United States of America

 

 

 

 

 

 

 

 

Individuals:

BGA

-

United States of America

 

 

 

SDC

-

United States of America

 

 

 

RAJ

-

United States of America

 

 

 

WJL

-

United States of America

 

 

 

DBM

-

United States of America

 

 

 

RBR

-

United States of America

 

 

 

BJB

-

Canada

 

 

 

CMW

-

United States of America

 

 

 

BNL

-

United States of America

 

 

 

RLP

-

United States of America

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
675767A100

 

Item 3

Not applicable.

 

15



 

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:

 

Reporting Persons (1)

 

Shares
Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class
(2)

 

VSF III

 

17,391

 

17,391

 

0

 

17,391

 

0

 

17,391

 

0.1

%

VVC III

 

2,944,993

 

2,944,993

 

0

 

2,944,993

 

0

 

2,944,993

 

13.8

%

VV III

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

BGA

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

SDC

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

RAJ

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

WJL

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

DBM

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

RBR

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

BJB

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

CMW

 

3,156

 

3,156

 

2,962,384

 

3,156

 

2,962,384

 

2,965,540

 

13.9

%

BNL

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

RLP

 

0

 

0

 

2,962,384

 

0

 

2,962,384

 

2,962,384

 

13.9

%

 


(1) VV III serves as the sole general partner of VSF III and VVC III and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW, BNL and RLP are managing directors and/or members of VV III and share voting and dispositive power over the shares held by VSF III and VVC III; however, they disclaim beneficial ownership of the shares held by VSF III and VVC III except to the extent of their pecuniary interests therein.

(2) This percentage is calculated based upon 21,322,433 shares of Common Stock outstanding as of November 3, 2014.

 

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 Persons have 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.

 

See Items 2(a) and 4.

 

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.

 

16



 

Item 10

Certification.

 

Not applicable.

 

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.

 

Dated: February 13, 2015

 

Versant Side Fund III, L.P.

 

 

 

 

By:

Versant Ventures III, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Venture Capital III, L.P.

 

 

 

 

By:

Versant Ventures III, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Ventures III, LLC

 

 

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Managing Member

 

 

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Bradley J. Bolzon

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Charles M. Warden

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

 

/s/ Robin L. Praeger

 

Robin L. Praeger

 

 

17



 

Exhibit(s):

 

A - Joint Filing Statement

 

18



 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Ocular Therapeutix, Inc. is filed on behalf of each of us.

 

Dated: February 13, 2015

 

Versant Side Fund III, L.P.

 

 

 

 

By:

Versant Ventures III, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Venture Capital III, L.P.

 

 

 

 

By:

Versant Ventures III, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Ventures III, LLC

 

 

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Managing Member

 

 

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Bradley J. Bolzon

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Charles M. Warden

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

 

/s/ Robin L. Praeger

 

Robin L. Praeger

 

 

19