0001144204-18-016667.txt : 20180323 0001144204-18-016667.hdr.sgml : 20180323 20180323141458 ACCESSION NUMBER: 0001144204-18-016667 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 GROUP MEMBERS: FORESITE CAPITAL FUND IV, L.P. GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT III, LLC GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT IV, LLC GROUP MEMBERS: JAMES TANANBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Arcus Biosciences, Inc. CENTRAL INDEX KEY: 0001724521 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 473898435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90423 FILM NUMBER: 18709684 BUSINESS ADDRESS: STREET 1: 3928 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 650-489-9000 MAIL ADDRESS: STREET 1: 3928 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Foresite Capital Fund III, L.P. CENTRAL INDEX KEY: 0001645158 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 4500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-877-4887 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 4500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 tv489340_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. ___________)*

 

Arcus Biosciences, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

03969F109

(CUSIP Number)

 

March 14, 2018

(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

 

Exhibit Index on Page 10

 

 

 

CUSIP # 03969F109Page 2 of 12

 

1

NAME OF REPORTING PERSONS

Foresite Capital Fund III, L.P. (“FCF III”)

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
3,445,461 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

3,445,461 shares, except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,445,461

10

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

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.1%*

12

TYPE OF REPORTING PERSON

PN

 

* As reported by the Issuer in its Prospectus filed with the Securities and Exchange Commission on March 16, 2018, as of December 31, 2017, the total number of shares of Common Stock outstanding was 42,550,472, after giving effect to the conversion of all Preferred Stock to Common Stock and the closing of the Issuer’s initial public offering.

 

CUSIP # 03969F109Page 3 of 12


1

NAME OF REPORTING PERSONS

Foresite Capital Management III, LLC (“FCM III”)

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
3,445,461 shares, all of which are directly owned by FCF III.  FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,445,461 shares, all of which are directly owned by FCF III.  FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,445,461

10

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

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.1%*

12

TYPE OF REPORTING PERSON

OO

 

* As reported by the Issuer in its Prospectus filed with the Securities and Exchange Commission on March 16, 2018, as of December 31, 2017, the total number of shares of Common Stock outstanding was 42,550,472, after giving effect to the conversion of all Preferred Stock to Common Stock and the closing of the Issuer’s initial public offering.

 

CUSIP # 03969F109Page 4 of 12

 

1

NAME OF REPORTING PERSONS

Foresite Capital Fund IV, L.P. (“FCF IV”)

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
650,000 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

650,000 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

650,000

10

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

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.5%*

12

TYPE OF REPORTING PERSON

PN

 

* As reported by the Issuer in its Prospectus filed with the Securities and Exchange Commission on March 16, 2018, as of December 31, 2017, the total number of shares of Common Stock outstanding was 42,550,472, after giving effect to the conversion of all Preferred Stock to Common Stock and the closing of the Issuer’s initial public offering.

 

CUSIP # 03969F109Page 5 of 12


1

NAME OF REPORTING PERSONS

Foresite Capital Management IV, LLC (“FCM IV”)

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
650,000 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
650,000 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

650,000

10

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

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.5%*

12

TYPE OF REPORTING PERSON

OO

 

* As reported by the Issuer in its Prospectus filed with the Securities and Exchange Commission on March 16, 2018, as of December 31, 2017, the total number of shares of Common Stock outstanding was 42,550,472, after giving effect to the conversion of all Preferred Stock to Common Stock and the closing of the Issuer’s initial public offering.

 

CUSIP # 03969F109Page 6 of 12


1 NAME OF REPORTING PERSONS
James Tananbaum (“Tananbaum”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨     (b)  x

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
4,095,461 shares, of which 3,445,461 are directly owned by FCF III and 650,000 are directly owned by FCF IV.  Tananbaum is the managing member of FCM III, which is the general partner of FCF III, and the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
4,095,461 shares, of which 3,445,461 are directly owned by FCF III and 650,000 are directly owned by FCF IV.  Tananbaum is the managing member of FCM III, which is the general partner of FCF III, and the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,095,461

10

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

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.6%*

12

TYPE OF REPORTING PERSON

IN

 

* As reported by the Issuer in its Prospectus filed with the Securities and Exchange Commission on March 16, 2018, as of December 31, 2017, the total number of shares of Common Stock outstanding was 42,550,472, after giving effect to the conversion of all Preferred Stock to Common Stock and the closing of the Issuer’s initial public offering.

 

CUSIP # 03969F109Page 7 of 12

 

ITEM 1(A).NAME OF ISSUER

 

Arcus Biosciences, Inc. (the “Issuer”)

 

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

3928 Point Eden Way
Hayward, CA 94545

 

ITEM 2(A).NAME OF PERSONS FILING

This Schedule is filed by Foresite Capital Fund III, L.P., a Delaware limited partnership (“FCF III”), Foresite Capital Management III, LLC, a Delaware limited liability company (“FCM III”), Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

c/o Foresite Capital Management

600 Montgomery Street, Suite 4500
San Francisco, CA 94111

ITEM 2(C).CITIZENSHIP

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

Common Stock, par value $0.0001

 

ITEM 2(D)CUSIP NUMBER

03969F109

 

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

Not applicable.

 

 

CUSIP # 03969F109Page 8 of 12

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of March 22, 2018:

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

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

 

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

See Row 5 of cover page for each Reporting Person.

 

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

 

See Row 6 of cover page for each Reporting Person.

 

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

 

See Row 7 of cover page for each Reporting Person.

 

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

See Row 8 of cover page for each Reporting Person.

 

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

Not applicable.

 

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

Under certain circumstances set forth in the limited partnership agreements of FCF III and FCF IV and the limited liability company agreements of FCM III and FCM IV the 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 directly or indirectly owned by each such entity of which they are a partner or member.

 

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

Not applicable.

 

 

CUSIP # 03969F109Page 9 of 12

 

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 # 03969F109Page 10 of 12

 

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.

 

       
  FORESITE CAPITAL FUND III, L.P.
       
  By: FORESITE CAPITAL MANAGEMENT III, LLC  
  Its: General Partner  
       
  By: /s/ James Tananbaum  
  Name:   James Tananbaum  
  Title: Managing Member  
       
       
  FORESITE CAPITAL MANAGEMENT III, LLC
       
  By: /s/ James Tananbaum  
  Name: James Tananbaum  
  Title: Managing Member  
       
       
  FORESITE CAPITAL FUND IV, L.P.
       
  By: FORESITE CAPITAL MANAGEMENT IV, LLC  
  Its: General Partner  
       
  By: /s/ James Tananbaum  
  Name: James Tananbaum  
  Title: Managing Member  
       
       
  FORESITE CAPITAL MANAGEMENT IV, LLC
       
  By: /s/ James Tananbaum  
  Name: James Tananbaum  
  Title: Managing Member  
       
  JAMES TANANBAUM
       
  By: /s/ James Tananbaum  
  Name: James Tananbaum  

 

 

CUSIP # 03969F109Page 11 of 12

 

EXHIBIT INDEX

 

    Found on Sequentially
Exhibit   Numbered Page
Exhibit A:  Agreement of Joint Filing   12

 

 

CUSIP # 03969F109Page 12 of 12

 

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 the Issuer 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: March 23, 2018

 

  FORESITE CAPITAL FUND III, L.P.
       
  By: FORESITE CAPITAL MANAGEMENT III, LLC  
  Its: General Partner  
       
  By: /s/ James Tananbaum  
  Name:   James Tananbaum  
  Title: Managing Member  
       
       
  FORESITE CAPITAL MANAGEMENT III, LLC
       
  By: /s/ James Tananbaum  
  Name: James Tananbaum  
  Title: Managing Member  
       
       
  FORESITE CAPITAL FUND IV, L.P.
       
  By: FORESITE CAPITAL MANAGEMENT IV, LLC  
  Its: General Partner  
       
  By: /s/ James Tananbaum  
  Name: James Tananbaum  
  Title: Managing Member  
       
       
  FORESITE CAPITAL MANAGEMENT IV, LLC
       
  By: /s/ James Tananbaum  
  Name: James Tananbaum  
  Title: Managing Member  
       
       
  JAMES TANANBAUM
       
  By: /s/ James Tananbaum  
  Name: James Tananbaum