0001144204-18-038333.txt : 20180713 0001144204-18-038333.hdr.sgml : 20180713 20180713160315 ACCESSION NUMBER: 0001144204-18-038333 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180713 DATE AS OF CHANGE: 20180713 GROUP MEMBERS: BRIAN D. GROSSMAN GROUP MEMBERS: CHRISTOPHER M. JAMES GROUP MEMBERS: PARTNER FUND MANAGEMENT GP, LLC GROUP MEMBERS: PARTNER INVESTMENT MANAGEMENT GP, LLC GROUP MEMBERS: PARTNER INVESTMENT MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MyoKardia Inc CENTRAL INDEX KEY: 0001552451 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 455500552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89169 FILM NUMBER: 18952553 BUSINESS ADDRESS: STREET 1: 333 ALLERTON AVENUE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-741-0900 MAIL ADDRESS: STREET 1: 333 ALLERTON AVENUE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Partner Fund Management, L.P. CENTRAL INDEX KEY: 0001442756 IRS NUMBER: 262000428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-281-1022 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 tv498513_sc13g.htm SC 13G

 

 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.      )*
 
 
Myokardia, Inc.
(Name of Issuer)
 
Common stock, par value $0.0001 per share
(Title of Class of Securities)
 
 

62857M105

(CUSIP Number)
 
 

July 3, 2018

Date of Event Which Requires Filing of the Statement

 

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

 

[   ] Rule 13d-1(b)
[X] Rule 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).

 

 


Cusip No.  62857M105		13GPage 2 of 13 Pages

 

 

 

1.

 

NAME OF REPORTING PERSON

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

 

Partner Fund Management, L.P.

 

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

0

 

6.

 

SHARED VOTING POWER

 

1,998,484

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

[_]

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0%1

 

12.

 

 

TYPE OF REPORTING PERSON

IA; PN

       

 

________________
1The percentages reported in this Schedule 13G are based upon 39,672,982 shares of common stock outstanding according to the prospectus filed by the issuer with the Securities and Exchange Commission on May 23, 2018. All of the other numbers and percentages reported in this Schedule 13G are as of 9:00 a.m. (ET) on the date of filing.

 

 

 


Cusip No.  62857M105		13GPage 3 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

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

 

Partner Fund Management GP, LLC

 

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

0

 

6.

 

SHARED VOTING POWER

 

1,998,484

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

[_]

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0%

 

12.

 

 

TYPE OF REPORTING PERSON

OO

       

 

 


Cusip No.  62857M105		13GPage 4 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

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

 

Partner Investment Management, L.P.

 

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

0

 

6.

 

SHARED VOTING POWER

 

22,431

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

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

IA; PN

       

 

 


Cusip No.  62857M105		13GPage 5 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

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

 

Partner Investment Management GP, LLC

 

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

0

 

6.

 

SHARED VOTING POWER

 

22,431

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

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

OO

       

 

 


Cusip No.  62857M105		13GPage 6 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

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

 

Brian D. Grossman

 

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

 

6.

 

SHARED VOTING POWER

 

2,020,915

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

[_]

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

 

12.

 

 

TYPE OF REPORTING PERSON

IN

       

 

 


Cusip No.  62857M105		13GPage 7 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

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

 

Christopher M. James

 

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

 

6.

 

SHARED VOTING POWER

 

2,020,915

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

[_]

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

 

12.

 

 

TYPE OF REPORTING PERSON

IN

       

 

 


Cusip No.  62857M105		13GPage 8 of 13 Pages

 

 

Item 1(a)Name of Issuer

 

Myokardia, Inc.

 

Item 1(b)Address of Issuer’s Principal Executive Offices

 

333 Allerton Avenue, South San Francisco, California 94080

 

Item 2(a)Name of Person Filing

 

This Schedule 13G is being jointly filed by Partner Fund Management, L.P. (“PFM”), Partner Fund Management GP, LLC (“PFM-GP”), Partner Investment Management, L.P. (“PIM”), Partner Investment Management GP, LLC (“PIM-GP”), Brian D. Grossman (“Grossman”) and Christopher M. James (“James” and, collectively with PFM, PFM-GP, PIM, PIM-GP and Grossman, the “Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by Healthcare Emerging Growth Master Fund, L.P., a Cayman Islands limited partnership (“HEGM”), PFM Global Long Alpha Master Fund, L.P., a Cayman Islands limited partnership (“GLAM”), PFM Global Long Alpha Institutional Master Fund, L.P., a Cayman Islands limited partnership (“GLAI”), PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership (“HCM”), PFM Healthcare Long Master Fund, L.P., a Cayman Islands limited partnership (“HCLM”), PFM Thematic Growth Master Fund, L.P., a Cayman Islands limited partnership (“TGM”), PFM Thematic Growth Institutional Master Fund, L.P., a Cayman Islands limited partnership (“TGIM”), PFM Therapeutics Master Fund, L.P., a Cayman Islands limited partnership (“TM”), PFM Healthcare Principals Fund, L.P., a Delaware limited partnership (“HCP”), and PFM Thematic Growth Principals Fund, L.P. a Delaware limited partnership (“TGP” and, collectively with HEGM, GLAM, GLAI, HCM, HCLM, TGM, TGIM, TM and HCP, the “Funds”).

 

PFM is the investment advisor for the Funds other than HCP and TGP. PIM is the investment advisor for HCP and TGP. PFM-GP and PIM-GP are, respectively, the general partners of PFM and PIM. Grossman is the portfolio manager for the health care strategy for the Funds. James is the chief investment officer for PIM and PFM and member manager of PFM-GP and PIM-GP.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b)Address of Principal Business Office

  

The address of the principal business office of each of the Reporting Persons is c/o Partner Fund Management, L.P., 4 Embarcadero Center, Suite 3500, San Francisco, CA 94111.

 

Item 2(c)Citizenship

 

Each of PFM and PIM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PIM-GP is organized as a limited liability company under the laws of the State of Delaware. Each of Grossman and James is a U.S. citizen.

 

 

Item 2(d)Title of Class of Securities

 

Common stock, $0.0001 par value

 

 


Cusip No.  62857M105		13GPage 9 of 13 Pages

 

 

Item 2(e)CUSIP Number

 

62857M105

 

Item 3If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)[__] Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)[__] Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)[__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)[__] Investment company registered under Section 8 of the Investment Company Act;

 

(e)[__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)[__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)[__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)[__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)[__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)[__] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)[__] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 


Cusip No.  62857M105		13GPage 10 of 13 Pages

 

 

Item 4Ownership

 

A.Partner Fund Management, L.P. and Partner Fund Management GP, LLC

 

(a)PFM and PFM-GP may be deemed to beneficially own 1,998,484 shares of Common Stock.

 

(b)The number of shares PFM and PFM-GP may be deemed to beneficially own constitutes approximately 5.0% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 1,998,484

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 1,998,484

 

B.Partner Investment Management, L.P. and Partner Investment Management GP, LLC

 

(a)PIM and PIM-GP may be deemed to beneficially own 22,431 shares of Common Stock.

 

(b)The number of shares PIM and PIM-GP may be deemed to beneficially own constitutes approximately 0.1% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 22,431

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 22,431

 

 


Cusip No.  62857M105		13GPage 11 of 13 Pages

 

 

C.Brian D. Grossman

 

(a)Grossman may be deemed to beneficially own 2,020,915 shares of Common Stock.

 

(b)The number of shares Grossman may be deemed to beneficially own constitutes approximately 5.1% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 2,020,915

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 2,020,915

 

D.Christopher M. James

 

(a)James may be deemed to beneficially own 2,020,915 shares of Common Stock.

 

(b)The number of shares James may be deemed to beneficially own constitutes approximately 5.1% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 2,020,915

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 2,020,915

  

Item 5Ownership 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 5 percent of the class of securities, check the following [_].

  

Item 6Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

  

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

 

See Item 2 above

  

Item 8Identification and Classification of Members of the Group

  

Not Applicable

 

 


Cusip No.  62857M105		13GPage 12 of 13 Pages

 

 

Item 9Notice of Dissolution of Group

  

Not Applicable

  

Item 10Certification

 

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.  62857M105		13GPage 13 of 13 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 13th day of July, 2018.

 

 

         
PARTNER FUND MANAGEMENT, L.P.   PARTNER FUND MANAGEMENT GP, LLC
         
By: Partner Fund Management GP, LLC   By: /s/ Darin Sadow
  its general partner     Darin Sadow, Authorized Signatory
         
By: /s/ Darin Sadow      
  Darin Sadow, Authorized Signatory      
         
PARTNER INVESTMENT MANAGEMENT, L.P.   PARTNER INVESTMENT MANAGEMENT GP, LLC
         
         
By: Partner Investment Management GP, LLC,   By: /s/ Darin Sadow
  its general partner     Darin Sadow, Authorized Signatory
         
By: /s/ Darin Sadow      
  Darin Sadow, Authorized Signatory      
         
BRIAN D. GROSSMAN   CHRISTOPHER M. JAMES
         
By: /s/ Darin Sadow   By: /s/ Darin Sadow
  Darin Sadow, attorney-in-fact*     Darin Sadow, attorney-in-fact**

 

____________________________

*Darin Sadow is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.

 

**Darin Sadow is signing on behalf of Christopher M. James as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.

 

 

 

 

 EX-99.1 2 tv498513_ex99-1.htm JOINT FILING AGREEMENT

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Mykardia, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

 

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

 

Dated this 13th day of July, 2018.

 

         
PARTNER FUND MANAGEMENT, L.P.   PARTNER FUND MANAGEMENT GP, LLC
         
By: Partner Fund Management GP, LLC   By: /s/ Darin Sadow
  its general partner     Darin Sadow, Authorized Signatory
         
By: /s/ Darin Sadow      
  Darin Sadow, Authorized Signatory      
         
PARTNER INVESTMENT MANAGEMENT, L.P.   PARTNER INVESTMENT MANAGEMENT GP, LLC
         
         
By: Partner Investment Management GP, LLC,   By: /s/ Darin Sadow
  its general partner     Darin Sadow, Authorized Signatory
         
By: /s/ Darin Sadow      
  Darin Sadow, Authorized Signatory      
         
BRIAN D. GROSSMAN   CHRISTOPHER M. JAMES
         
By: /s/ Darin Sadow   By: /s/ Darin Sadow
  Darin Sadow, attorney-in-fact     Darin Sadow, attorney-in-fact