0001104659-20-021720.txt : 20200214 0001104659-20-021720.hdr.sgml : 20200214 20200214160811 ACCESSION NUMBER: 0001104659-20-021720 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: KOH, BONG GROUP MEMBERS: SHAH, NIMISH GROUP MEMBERS: VENROCK HEALTHCARE CAPITAL PARTNERS III, L.P. GROUP MEMBERS: VHCP CO-INVESTMENT HOLDINGS II, LLC GROUP MEMBERS: VHCP CO-INVESTMENT HOLDINGS III, LLC GROUP MEMBERS: VHCP MANAGEMENT II, LLC GROUP MEMBERS: VHCP MANAGEMENT III, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARINUS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001267813 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88269 FILM NUMBER: 20619637 BUSINESS ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER SUITE 500 STREET 2: 100 MATSONFORD RD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 484-801-4670 MAIL ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER SUITE 500 STREET 2: 100 MATSONFORD RD CITY: RADNOR STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Venrock Healthcare Capital Partners II, L.P. CENTRAL INDEX KEY: 0001602264 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7 BRYANT PARK STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 650 475 3734 MAIL ADDRESS: STREET 1: 7 BRYANT PARK STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 SC 13G/A 1 tm207544-3_sc13ga.htm SCHEDULE 13G/A

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Marinus Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

56854Q101

(CUSIP Number)

 

December 31, 2019

(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)
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 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. 56854Q101
 
  1. Name of Reporting Persons
Venrock Healthcare Capital Partners II, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) o
 
  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
6,502,840(2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,502,840(2)

 

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,840(2)
 
  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)
7.5%(3)
 
  12. Type of Reporting Person (See Instructions)
PN

 

 

(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
   
(2) Consists of 1,057,940 shares owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares owned by VHCP Co-Investment Holdings III, LLC.
   
(3) This percentage is calculated based upon 86,471,122 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019 and December 13, 2019, respectively.

 

2

 

 

CUSIP No. 56854Q101
 
  1. Name of Reporting Persons
VHCP Co-Investment Holdings II, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) o
 
  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
6,502,840(2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,502,840(2)

 

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,840(2)
 
  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)
7.5%(3)
 
  12. Type of Reporting Person (See Instructions)
OO

 

 

 

(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
   
(2) Consists of 1,057,940 shares owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares owned by VHCP Co-Investment Holdings III, LLC.
   
(3) This percentage is calculated based upon 86,471,122 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019 and December 13, 2019, respectively.

 

3

 

 

CUSIP No. 56854Q101
 
  1. Name of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) o
 
  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
6,502,840(2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,502,840(2)

 

   
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,840(2)
   
  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)
7.5%(3)
   
  12. Type of Reporting Person (See Instructions)
PN

 

 

 

(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
   
(2) Consists of 1,057,940 shares owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares owned by VHCP Co-Investment Holdings III, LLC.
   
(3) This percentage is calculated based upon 86,471,122 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019 and December 13, 2019, respectively.

 

4

 

 

CUSIP No. 56854Q101
 
  1. Name of Reporting Persons
VHCP Co-Investment Holdings III, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) o
 
  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
6,502,840(2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,502,840(2)

 

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,840(2)
 
  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)
7.5%(3)
 
  12. Type of Reporting Person (See Instructions)
OO
           

 

(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
   
(2) Consists of 1,057,940 shares owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares owned by VHCP Co-Investment Holdings III, LLC.
   
(3) This percentage is calculated based upon 86,471,122 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019 and December 13, 2019, respectively.

 

5

 

 

CUSIP No. 56854Q101
 
  1. Name of Reporting Persons
VHCP Management II, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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
6,502,840(2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,502,840(2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,840(2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.5%(3)
 
  12. Type of Reporting Person (See Instructions)
OO
             

 

(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
   
(2) Consists of 1,057,940 shares owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares owned by VHCP Co-Investment Holdings III, LLC.
   
(3) This percentage is calculated based upon 86,471,122 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019 and December 13, 2019, respectively.

 

6

 

 

CUSIP No. 56854Q101
 
  1. Name of Reporting Persons
VHCP Management III, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  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
6,502,840(2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,502,840(2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,840(2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.5%(3)
 
  12. Type of Reporting Person (See Instructions)
OO
             

 

(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
   
(2) Consists of 1,057,940 shares owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares owned by VHCP Co-Investment Holdings III, LLC.
   
(3) This percentage is calculated based upon 86,471,122 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019 and December 13, 2019, respectively.

 

7

 

 

CUSIP No. 56854Q101

 

  1. Name of Reporting Persons
Shah, Nimish
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5. Sole Voting Power
0
 
6. Shared Voting Power
6,502,840(2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,502,840(2)

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,840(2)
     
  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)
7.5%(3)
     
  12. Type of Reporting Person (See Instructions)
IN

 

 

(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
   
(2) Consists of 1,057,940 shares owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares owned by VHCP Co-Investment Holdings III, LLC.
   
(3) This percentage is calculated based upon 86,471,122 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019 and December 13, 2019, respectively.

 

8

 

 

CUSIP No. 56854Q101

 

  1. Name of Reporting Persons
Koh, Bong
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x(1)
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5. Sole Voting Power
0
 
6. Shared Voting Power
6,502,840(2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,502,840(2)

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,840(2)
 
  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)
7.5%(3)
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
   
(2) Consists of 1,057,940 shares owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares owned by VHCP Co-Investment Holdings III, LLC.
   
(3) This percentage is calculated based upon 86,471,122 shares of the Issuer’s common stock outstanding after the completion of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2019 and December 13, 2019, respectively.

 

9

 

 

CUSIP No. 56854Q101

 

Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III and VHCP Management II, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Common Stock of Marinus Pharmaceuticals, Inc.

 

Item 1.
  (a) Name of Issuer
Marinus Pharmaceuticals, Inc.
  (b)

Address of Issuer’s Principal Executive Offices
5 Radnor Corporate Center, Suite 500

100 Matsonford Road

Radnor, PA 19087

 
Item 2.
  (a)

Name of Person Filing
Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

VHCP Management II, LLC

VHCP Management III, LLC

Nimish Shah

Bong Koh

  (b) Address of Principal Business Office or, if none, Residence
    New York Office: Palo Alto Office:  
    7 Bryant Park 3340 Hillview Avenue  
    23rd Floor Palo Alto, CA 94304  
    New York, NY 10018    
  (c) Citizenship
All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.
  (d) Title of Class of Securities
Common Stock, par value $0.001 per share
  (e) CUSIP Number
56854Q101
 
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: 

   
  Not applicable

 

10

 

 

CUSIP No. 56854Q101

 

Item 4.       Ownership

 

(a) Amount Beneficially Owned as of December 31, 2019:  

 

Venrock Healthcare Capital Partners II, L.P.   6,502,840(1)
VHCP Co-Investment Holdings II, LLC   6,502,840(1)
Venrock Healthcare Capital Partners III, L.P.   6,502,840(1)
VHCP Co-Investment Holdings III, LLC   6,502,840(1)
VHCP Management II, LLC   6,502,840(1)
VHCP Management III, LLC   6,502,840(1)
Nimish Shah   6,502,840(1)
Bong Koh   6,502,840(1)

 

  (b) Percent of Class as of December 31, 2019:

 

Venrock Healthcare Capital Partners II, L.P.   7.5%
VHCP Co-Investment Holdings II, LLC   7.5%
Venrock Healthcare Capital Partners III, L.P.   7.5%
VHCP Co-Investment Holdings III, LLC   7.5%
VHCP Management II, LLC   7.5%
VHCP Management III, LLC   7.5%
Nimish Shah   7.5%
Bong Koh   7.5%

 

     

  (c) Number of shares as to which the person has, as of December 31, 2019:
    (i) Sole power to vote or to direct the vote

 

Venrock Healthcare Capital Partners II, L.P.   0 
VHCP Co-Investment Holdings II, LLC   0 
Venrock Healthcare Capital Partners III, L.P.   0 
VHCP Co-Investment Holdings III, LLC   0 
VHCP Management II, LLC   0 
VHCP Management III, LLC   0 
Nimish Shah   0 
Bong Koh   0 

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

 

Venrock Healthcare Capital Partners II, L.P.   6,502,840(1)
VHCP Co-Investment Holdings II, LLC   6,502,840(1)
Venrock Healthcare Capital Partners III, L.P.   6,502,840(1)
VHCP Co-Investment Holdings III, LLC   6,502,840(1)
VHCP Management II, LLC   6,502,840(1)
VHCP Management III, LLC   6,502,840(1)
Nimish Shah   6,502,840(1)
Bong Koh   6,502,840(1)

 

11

 

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

 

Venrock Healthcare Capital Partners II, L.P.   0 
VHCP Co-Investment Holdings II, LLC   0 
Venrock Healthcare Capital Partners III, L.P.   0 
VHCP Co-Investment Holdings III, LLC   0 
VHCP Management II, LLC   0 
VHCP Management III, LLC   0 
Nimish Shah   0 
Bong Koh   0 

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

 

Venrock Healthcare Capital Partners II, L.P.   6,502,840(1)
VHCP Co-Investment Holdings II, LLC   6,502,840(1)
Venrock Healthcare Capital Partners III, L.P.   6,502,840(1)
VHCP Co-Investment Holdings III, LLC   6,502,840(1)
VHCP Management II, LLC   6,502,840(1)
VHCP Management III, LLC   6,502,840(1)
Nimish Shah   6,502,840(1)
Bong Koh   6,502,840(1)

        

 

 

(1) These shares are owned directly as follows: 1,057,940 shares are owned by Venrock Healthcare Capital Partners II, L.P., 428,736 shares are owned by VHCP Co-Investment Holdings II, LLC, 4,560,321 shares are owned by Venrock Healthcare Capital Partners III, L.P. and 455,843 shares are owned by VHCP Co-Investment Holdings III, LLC. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC and VHCP Management III, LLC.

 

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 a Group

 

Not Applicable

  

12

 

 

CUSIP No. 56854Q101

 

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

13

 

 

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 14, 2020

 

Venrock Healthcare Capital Partners II, L.P.   Venrock Healthcare Capital Partners III, L.P.
         
By: VHCP Management II, LLC   By: VHCP Management III, LLC
Its: General Partner   Its: General Partner
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  Name: David L. Stepp     Name: David L. Stepp
  Its: Authorized Signatory     Its: Authorized Signatory
     
VHCP Co-Investment Holdings II, LLC   VHCP Co-Investment Holdings III, LLC
         
By: VHCP Management II, LLC   By: VHCP Management III, LLC
Its: Manager   Its: Manager
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  Name: David L. Stepp     Name: David L. Stepp
  Its: Authorized Signatory     Its: Authorized Signatory
     
VHCP Management II, LLC   VHCP Management III, LLC
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  Name: David L. Stepp     Name: David L. Stepp
  Its: Authorized Signatory     Its: Authorized Signatory
     
Nimish Shah   Bong Koh
       
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  David L. Stepp, as attorney-in-fact     David L. Stepp, as attorney-in-fact

 

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CUSIP No. 56854Q101

 

EXHIBITS

 

A:   Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on October 7, 2019)
     
B:   Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to the Schedule 13G filed with the Securities and Exchange Commission on October 7, 2019)
     
C:  

Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to the Schedule 13G filed with the Securities and Exchange Commission on October 7, 2019)

 

 

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