0001144204-16-114675.txt : 20160727 0001144204-16-114675.hdr.sgml : 20160727 20160727145007 ACCESSION NUMBER: 0001144204-16-114675 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160727 DATE AS OF CHANGE: 20160727 GROUP MEMBERS: DR. ANAND MEHRA GROUP MEMBERS: DR. JAMES I. HEALY GROUP MEMBERS: MICHAEL F. POWELL GROUP MEMBERS: SOFINNOVA MANAGEMENT IX, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Audentes Therapeutics, Inc. CENTRAL INDEX KEY: 0001628738 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 461606174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89574 FILM NUMBER: 161786516 BUSINESS ADDRESS: STREET 1: 101 MONTGOMERY STREET, SUITE 2650 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-638-6556 MAIL ADDRESS: STREET 1: 101 MONTGOMERY STREET, SUITE 2650 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sofinnova Venture Partners IX, L.P. CENTRAL INDEX KEY: 0001612133 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 v445125_sc13g.htm SC 13G

 

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. __)*

 

Audentes Therapeutics, Inc.

 

(Name of Issuer)

 

Common Stock, par value $0.00001 per share

 

(Title of Class of Securities)

 

05070R104

 

(CUSIP Number)

 

July 20, 2016

 

(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)

 

 

 

Page 1 of 11 Pages

Exhibit Index Contained on Page 10

 

 

 

 

CUSIP NO. 05070R104 13 G Page 2 of 11

 

1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sofinnova Venture Partners IX, L.P. (“SVP IX”)
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
1,380,303 shares, except that Sofinnova Management IX, L.L.C. (“SM IX”), the general partner of SVP IX, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Dr. Anand Mehra (“Mehra”), the managing members of SM IX, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,380,303 shares, except that SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power and Powell, Healy and Mehra, the managing members of SM IX, 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

1,380,303

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.6%

12

TYPE OF REPORTING PERSON*

PN

       

 

 

 

 

CUSIP NO. 05070R104 13 G Page 3 of 11

 

1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sofinnova Management IX, L.L.C. (“SM IX”)
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
1,380,303 shares, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Powell, Healy and Mehra, the managing members of SM IX, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
1,380,303 shares, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Powell, Healy and Mehra, the managing members of SM IX, may be deemed to have shared dispositive power over these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,380,303

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.6%

12

TYPE OF REPORTING PERSON*

OO

       

 

 

 

 

CUSIP NO. 05070R104 13 G Page 4 of 11

 

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Powell (“Powell”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨     (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

 5

SOLE VOTING POWER
0 shares.

6 SHARED VOTING POWER
1,380,303 shares, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Powell, a managing member of SM IX, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
1,380,303 shares, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Powell, a managing member of SM IX, may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,380,303

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
12

TYPE OF REPORTING PERSON

IN

       

 

 

 

 

CUSIP NO. 05070R104 13 G Page 5 of 11

 

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. James I. Healy (“Healy”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨      (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

 5

SOLE VOTING POWER
0 shares.

6 SHARED VOTING POWER
1,380,303 shares, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Healy, a managing member of SM IX, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
1,380,303 shares, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Healy, a managing member of SM IX, may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,380,303

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
12

TYPE OF REPORTING PERSON

IN

       

 

 

 

 

CUSIP NO. 05070R104 13 G Page 6 of 11

 

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Anand Mehra (“Mehra”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨     (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

 5

SOLE VOTING POWER
0 shares.

6 SHARED VOTING POWER
1,380,303 shares, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Mehra, a managing member of SM IX, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
1,380,303 shares, all of which are directly owned by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Mehra, a managing member of SM IX, may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,380,303

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
12

TYPE OF REPORTING PERSON

IN

       

 

 

 

 

CUSIP NO. 05070R104 13 G Page 7 of 11

 

ITEM 1(A). NAME OF ISSUER
   
  Audentes Therapeutics, Inc.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  600 California Street, 17th Floor
  San Francisco, CA  94108
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Statement is filed by Sofinnova Venture Partners IX, L.P. (“SVP IX”), Sofinnova Management IX, L.L.C. (“SM IX”), Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Dr. Anand Mehra (“Mehra”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  SM IX, the general partner of SVP IX, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP IX.  Powell, Healy and Mehra are the managing members of SM IX and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by SVP IX.
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address for each of the Reporting Persons is:
   
Sofinnova Ventures
  3000 Sand Hill Road, Bldg. 4, Suite 250
  Menlo Park, CA 94025
   
ITEM 2(C) CITIZENSHIP
   
  SVP IX is a Delaware limited partnership.  SM IX is a Delaware limited liability company.  Powell, Healy and Mehra are United States citizens.      
   
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
   
  Common Stock, $0.00001 per share
  CUSIP #05070R104
   
ITEM 3. Not Applicable

 

ITEM 4.

OWNERSHIP 

   
  The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of July 20, 2016:
   
    (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.

 

 

 

 

CUSIP NO. 05070R104 13 G Page 8 of 11

 

    (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 agreement of SVP IX and the limited liability company agreement of SM IX, 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 partner or member, as the case may be.
   
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.
   
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.

 

 

 

 

CUSIP NO. 05070R104 13 G Page 9 of 11

 


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.

 

Date: July 26, 2016

 

Sofinnova Venture Partners IX, L.P. /s/ Nathalie Auber
By Sofinnova Management IX, L.L.C. Nathalie Auber, Attorney-in-Fact*
Its General Partner  
   
   
Sofinnova Management IX, L.L.C. /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
   
Michael F. Powell /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
   
James I. Healy /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
   
Anand Mehra /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*

 

 

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

 

 

 

  

CUSIP NO. 05070R104 13 G Page 10 of 11

 

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 11

 

 

 

 

CUSIP NO. 05070R104 13 G Page 11 of 11

 

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Audentes Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: July 26, 2016

 

Sofinnova Venture Partners IX, L.P. /s/ Nathalie Auber
By Sofinnova Management IX, L.L.C. Nathalie Auber, Attorney-in-Fact*
Its General Partner  
   
   
Sofinnova Management IX, L.L.C. /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
   
Michael F. Powell /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
   
James I. Healy /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
   
Anand Mehra /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*

 

 

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