|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 2 of 12 Pages
|
|
|
|
|
|
|
|
(1)
|
|
Names of reporting persons
Flagship Ventures Fund 2007, L.P.
|
(2)
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
(3)
|
|
SEC use only
|
(4)
|
|
Source of funds (see
instructions)
WC
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e).
¨
|
(6)
|
|
Citizenship or place of
organization.
Delaware, United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7)
|
|
Sole voting power.
0
|
|
(8)
|
|
Shared voting power.
1,924,339
|
|
(9)
|
|
Sole dispositive power.
0
|
|
(10)
|
|
Shared dispositive power.
1,924,339
|
(11)
|
|
Aggregate amount beneficially
owned by each reporting person.
1,924,339 (see Attachment
A)
|
(12)
|
|
Check if the aggregate amount in
Row (11) excludes certain shares (see instructions).
¨
|
(13)
|
|
Percent of class represented by
amount in Row (11).
10.9% (see Attachment A)
|
(14)
|
|
Type of reporting person (see
instructions).
PN
|
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 3 of 12 Pages
|
|
|
|
|
|
|
|
(1)
|
|
Names of reporting persons
Flagship Ventures 2007 General Partner LLC
|
(2)
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
(3)
|
|
SEC use only
|
(4)
|
|
Source of funds (see
instructions)
WC
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e).
¨
|
(6)
|
|
Citizenship or place of
organization.
Delaware, United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7)
|
|
Sole voting power.
0
|
|
(8)
|
|
Shared voting power.
1,924,339
|
|
(9)
|
|
Sole dispositive power.
0
|
|
(10)
|
|
Shared dispositive power.
1,924,339
|
(11)
|
|
Aggregate amount beneficially
owned by each reporting person.
1,924,339 (see Attachment
A)
|
(12)
|
|
Check if the aggregate amount in
Row (11) excludes certain shares (see instructions).
¨
|
(13)
|
|
Percent of class represented by
amount in Row (11).
10.9% (see Attachment A)
|
(14)
|
|
Type of reporting person (see
instructions).
OO
|
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 4 of 12 Pages
|
|
|
|
|
|
|
|
(1)
|
|
Names of reporting persons
Noubar B. Afeyan, Ph.D.
|
(2)
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
(3)
|
|
SEC use only
|
(4)
|
|
Source of funds (see
instructions)
WC
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e).
¨
|
(6)
|
|
Citizenship or place of
organization.
United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7)
|
|
Sole voting power.
0
|
|
(8)
|
|
Shared voting power.
1,924,339
|
|
(9)
|
|
Sole dispositive power.
0
|
|
(10)
|
|
Shared dispositive power.
1,924,339
|
(11)
|
|
Aggregate amount beneficially
owned by each reporting person.
1,924,339 (see Attachment
A)
|
(12)
|
|
Check if the aggregate amount in
Row (11) excludes certain shares (see instructions).
¨
|
(13)
|
|
Percent of class represented by
amount in Row (11).
10.9% (see Attachment A)
|
(14)
|
|
Type of reporting person (see
instructions).
IN
|
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 5 of 12 Pages
|
|
|
|
|
|
|
|
(1)
|
|
Names of reporting persons
Edwin M. Kania, Jr.
|
(2)
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
(3)
|
|
SEC use only
|
(4)
|
|
Source of funds (see
instructions)
WC
|
(5)
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e).
¨
|
(6)
|
|
Citizenship or place of
organization.
United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7)
|
|
Sole voting power.
0
|
|
(8)
|
|
Shared voting power.
1,924,339
|
|
(9)
|
|
Sole dispositive power.
0
|
|
(10)
|
|
Shared dispositive power.
1,924,339
|
(11)
|
|
Aggregate amount beneficially
owned by each reporting person.
1,924,339 (see Attachment
A)
|
(12)
|
|
Check if the aggregate amount in
Row (11) excludes certain shares (see instructions).
¨
|
(13)
|
|
Percent of class represented by
amount in Row (11).
10.9% (see Attachment A)
|
(14)
|
|
Type of reporting person (see
instructions).
IN
|
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 6 of 12 Pages
|
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Reporting Persons (as defined in Item 2 below) beneficial ownership interest in the common stock, par value $0.001 per share (the Common
Stock), of Receptos, Inc., a Delaware Corporation (the Issuer). The address of the principal executive office of the Issuer is 10835 Road to the Cure, Suite 205, San Diego, California 92121. Information given in response to each
item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background.
|
(a)
|
This statement is filed by: Flagship Ventures Fund 2007, L.P., a Delaware limited partnership (Flagship Fund), Flagship Ventures 2007 General Partner LLC, a
Delaware limited liability company (Flagship GP), Noubar B. Afeyan, Ph.D. (Afeyan), and Edwin M. Kania, Jr. (Kania).
|
Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons.
Pursuant to the provisions of General Instruction C to Schedule 13D, information in Items 2 through 6 of this Schedule 13D is provided with respect to Flagship GP, Afeyan, and Kania.
|
(b)
|
The business address of each of the Reporting Persons is:
|
Flagship Ventures
One Memorial Drive, 7
th
Floor
Cambridge, Massachusetts 02142
|
(c)
|
The present principal business of each of the Reporting Persons is the venture capital investment business.
|
|
(d)
|
No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
No Reporting Person, during the last five years, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Flagship
Fund Delaware, United States of America
Flagship
GP Delaware, United States of America
Afeyan United States of America
Kania United
States of America
Additional information concerning the Reporting Persons is set forth on Attachment A hereto and is
incorporated by reference herein.
Item 3. Source and Amount of Funds or Other Consideration.
On November 9, 2009, the Reporting Persons acquired 5,783,146 shares of the Issuers Series A convertible preferred stock at a
price per share of $0.70, for an aggregate purchase price of $4,048,202.00. These shares were acquired with working capital.
On June 29, 2011, the Reporting Persons acquired 2,857,143 shares of the Issuers Series A convertible preferred stock at a
price per share of $0.70, for an aggregate purchase price of $2,000,000.00. These shares were acquired with working capital.
On February 3, 2012, the Reporting Persons acquired 1,549,332 shares of the Issuers Series B convertible preferred stock at a
price per share of $1.03, for an aggregate purchase price of $1,595,811.96. These shares were acquired with working capital.
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 7 of 12 Pages
|
On February 19, 2013, the Reporting Persons acquired 1,549,332 shares of the Issuers Series B
convertible preferred stock at a price per share of $1.03, for an aggregate purchase price of $1,595,811.96. These shares were acquired with working capital.
On February 22, 2013, the Reporting Persons acquired 114,285 shares of the Issuers Common Stock through the exercise of 857,142 warrants underlying such shares. The shares were acquired with
working capital at an exercise price per share of $0.075, for an aggregate purchase price of $8,571.38. The warrants were acquired by the Reporting Persons in conjunction with their purchase of the Issuers Series A convertible preferred stock
on June 29, 2011.
Following completion of the Issuers initial public offering on May 9, 2013 (the
IPO), the Reporting Persons shares of the Issuers Series A convertible preferred stock and Series B convertible preferred stock converted into shares of Common Stock on a 1-for-7.5 basis. After the conversion of the Series A
convertible preferred stock and the Series B convertible preferred stock, the Reporting Persons owned, in aggregate, 1,817,197 shares of the Issuers Common Stock.
In conjunction with the Issuers IPO, the Reporting Persons acquired 107,142 shares of Common Stock. These shares were acquired with working capital at the initial public offering price of $14.00 per
share for an aggregate purchase price of $1,499,988.00. Following the purchase of such shares in the IPO, the Reporting Persons owned, in aggregate, 1,924,339 shares of the Issuers Common Stock.
Item 4. Purpose of Transaction.
The shares of Common Stock reported herein were acquired solely for investment purposes. None of the Reporting Persons have any present plans or proposals that relate to or would result in any change in
the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed
advisable in light of their general investment and trading policies, market conditions or other factors. The Reporting Persons may engage in discussions from time to time with other stockholders of the Issuer regarding the acquisition by the
Reporting Persons of shares of the Issuers Common Stock or other securities of the Issuer held by such stockholders.
Douglas Cole, M.D. is a member of the Board of Directors of the Issuer and is also a member of Flagship GP. Mr. Cole does not own any
shares of the Issuers Common Stock in his individual capacity and has no voting or investment control over the shares of Common Stock held by Flagship Fund.
The Reporting Persons may seek information from management and the Issuers Board of Directors, and may engage in further discussions with management, the Issuers Board of Directors, other
stockholders of the Issuer and other relevant parties, concerning the business, operations, governance, management, strategy, capitalization and/or future plans of the Issuer, or in proposing one or more of the other actions described in
subparagraphs (a) through (j) of this Item 4. In addition, the Reporting Persons may exercise their rights under the Investors Rights Agreement, as defined below.
Other than as described above and as set forth in the Investors Rights Agreement, as defined below, the Reporting Persons do not
have any plans or proposals which would result in any of the following:
|
(a)
|
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
|
(b)
|
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
(c)
|
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
any change in the present Issuers board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
|
|
(e)
|
any material change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
any other material change in the Issuers business or corporate structure;
|
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 8 of 12 Pages
|
|
(g)
|
changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any
person;
|
|
(h)
|
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
|
|
(i)
|
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934,
as amended; or
|
|
(j)
|
any action similar to any of those enumerated above.
|
Item 5. Interest in Securities of the Issuer.
The aggregate
percentage of shares of Common Stock reported beneficially owned by each person named herein has been determined in accordance with SEC rules and is based upon 17,604,643 shares of Common Stock outstanding, which is the total number of shares of
Common Stock outstanding as reported in the Issuers final prospectus filed with the Securities and Exchange Commission on May 8, 2013 in connection with the Issuers IPO. The applicable SEC rules generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Common Stock issuable upon the conversion or exercise of other securities that are immediately
convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Report.
A.
|
Flagship Ventures Fund 2007, L.P.
|
|
(a)
|
As of the closing of business on May 20, 2013, Flagship Fund was the record owner and beneficial owner of 1,924,339 shares of the Issuers Common Stock (the
Record Shares), representing a beneficial ownership interest of approximately 10.93% of the outstanding shares of Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
1.
|
|
|
Sole power to vote or direct vote:
|
|
|
0
|
|
|
|
|
2.
|
|
|
Shared power to vote or direct vote:
|
|
|
1,924,339
|
|
|
|
|
3.
|
|
|
Sole power to dispose or direct the disposition:
|
|
|
0
|
|
|
|
|
4.
|
|
|
Shared power to dispose or direct the disposition:
|
|
|
1,924,339
|
|
|
(c)
|
The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days, except as described in Item 3 of this Schedule 13D,
which is incorporated herein by reference.
|
|
(d)
|
Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by each of the Reporting Persons.
|
Please see
Attachment A for additional information.
B.
|
Flagship Ventures 2007 General Partner LLC
|
|
(a)
|
In its capacity as general partner of Flagship Fund, Flagship GP may be deemed to be the beneficial owner of the Record Shares, representing a beneficial ownership
interest of approximately 10.93% of the outstanding shares of Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
1.
|
|
|
Sole power to vote or direct vote:
|
|
|
0
|
|
|
|
|
2.
|
|
|
Shared power to vote or direct vote:
|
|
|
1,924,339
|
|
|
|
|
3.
|
|
|
Sole power to dispose or direct the disposition:
|
|
|
0
|
|
|
|
|
4.
|
|
|
Shared power to dispose or direct the disposition:
|
|
|
1,924,339
|
|
|
(c)
|
The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days, except as described in Item 3 of this Schedule 13D,
which is incorporated herein by reference.
|
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 9 of 12 Pages
|
|
(d)
|
Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by each of the Reporting Persons.
|
Please see
Attachment A for additional information.
C.
|
Noubar B. Afeyan, Ph.D.
|
|
(a)
|
In his capacity as managing member of Flagship GP, Afeyan may be deemed to be the beneficial owner of the Record Shares, representing a beneficial ownership interest of
approximately 10.93% of the outstanding shares of Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
1.
|
|
|
Sole power to vote or direct vote:
|
|
|
0
|
|
|
|
|
2.
|
|
|
Shared power to vote or direct vote:
|
|
|
1,924,339
|
|
|
|
|
3.
|
|
|
Sole power to dispose or direct the disposition:
|
|
|
0
|
|
|
|
|
4.
|
|
|
Shared power to dispose or direct the disposition:
|
|
|
1,924,339
|
|
|
(c)
|
The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days, except as described in Item 3 of this Schedule 13D,
which is incorporated herein by reference.
|
|
(d)
|
Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by each of the Reporting Persons.
|
Please see
Attachment A for additional information.
D. Edwin M. Kania, Jr.
|
(a)
|
In his capacity as managing member of Flagship GP, Kania may be deemed to be the beneficial owner of 1,924,339 shares of the Issuers Common Stock, representing a
beneficial ownership interest of approximately 10.93% of the shares of Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
1.
|
|
|
Sole power to vote or direct vote:
|
|
|
0
|
|
|
|
|
2.
|
|
|
Shared power to vote or direct vote:
|
|
|
1,924,339
|
|
|
|
|
3.
|
|
|
Sole power to dispose or direct the disposition:
|
|
|
0
|
|
|
|
|
4.
|
|
|
Shared power to dispose or direct the disposition:
|
|
|
1,924,339
|
|
|
(c)
|
The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days, except as described in Item 3 of this Schedule 13D,
which is incorporated herein by reference.
|
|
(d)
|
Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by each of the Reporting Persons.
|
Please see
Attachment A for additional information.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
Third Amended and Restated Investors Rights Agreement
Flagship Fund is party to a Third Amended and Restated Investors Rights Agreement, dated as of February 3, 2012, by and among
the Issuer, certain other stockholders, the Issuers executive officers and directors, and certain entities with which the Issuers directors are affiliated (the Investors Rights Agreement). Upon completion of the
Issuers IPO, the holders of 10,336,455 shares of Common Stock that was issued upon the conversion of the Issuers Series A convertible preferred stock and Series B convertible preferred stock became entitled to the rights described below
with respect to registration of the resale of such shares under the Securities Act of 1933, as amended (the Securities Act), pursuant to the Investors Rights Agreement.
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 10 of 12 Pages
|
Registration of shares of Common Stock in response to the exercise of the following rights would result
in the holders being able to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective. The Issuer generally must pay all expenses, other than underwriting discounts and
commissions, related to any registration effected pursuant to the exercise of these registration rights.
The registration
rights terminate upon the earlier of the fifth anniversary of the Issuers IPO, the occurrence of a deemed liquidation event (as such term is defined in the Issuers Certificate of Incorporation), or with respect to the registration rights
of an individual holder, when such holder can sell all of its registrable securities in any 90-day period without registration, in compliance with Rule 144 of the Securities Act.
Demand registration rights
If, at any time beginning 180 days after the consummation of the Issuers IPO, the holders of not less than 60% of the outstanding registrable securities issued upon the conversion of the
Issuers Series A convertible preferred stock and Series B convertible preferred stock request in writing that the Issuer file a Form S-1 registration statement with respect to the registrable securities then outstanding, the Issuer may be
required to register such shares, subject to certain exceptions. The Issuer is only obligated to effect two such registrations in response to these demand registration rights of the holders of registrable securities. Depending on certain conditions,
however, the Issuer may defer such registration for up to 45 days. The underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons.
Piggyback registration rights
If at any time the Issuer proposes to register any shares of Common Stock under the Securities Act after the IPO, subject to certain exceptions, the holders of registrable securities will be entitled to
notice of the registration and to include their share of registrable securities in the registration. The underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons,
subject to certain limitations.
Form S-3 registration rights
The holders of outstanding registrable securities issued upon conversion of the Issuers Series A convertible preferred stock or
Series B convertible preferred stock may request in writing that the Issuer effect a registration on Form S-3 under the Securities Act, when registration of the Issuers shares under Form S-3 becomes possible, and when the proposed aggregate
offering price of the shares to be registered by the holders requesting registration is at least $2,000,000, subject to certain exceptions. The Issuer is only obligated to effect two such registrations in any 12-month period in response to these
Form S-3 registration rights.
*****
The foregoing description of the terms of the Investors Rights Agreement is intended as a summary only and is qualified in its entirety by reference to the Investors Rights Agreement, itself,
which is filed as an exhibit to this Schedule 13D and incorporated by reference herein. Other than as described in this Schedule 13D, to the best of the Reporting Persons knowledge, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page 11 of 12 Pages
|
Item 7. Material to be Filed as Exhibits.
The following documents are filed as Exhibits to this statement:
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
99.1
|
|
Joint Filing Agreement
|
|
|
99.2
|
|
Third Amended and Restated Investors Rights Agreement dated February 3, 2012, among the Issuer and the Issuers securityholders listed therein (Incorporated by reference
to Exhibit 4.3 of the Issuers Registration Statement on Form S-1 (File No. 333-187737), filed with the Securities and Exchange Commission on April 4, 2013).
|
|
|
|
|
|
CUSIP No. 756207106
|
|
13D
|
|
Page12 of 12 Pages
|
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.
|
|
|
FLAGSHIP VENTURES FUND 2007, L.P.
|
|
|
By:
|
|
Flagship Ventures 2007 General Partner LLC,
|
|
|
its general partner
|
|
|
By:
|
|
/s/ Noubar B. Afeyan, Ph.D.
|
|
|
Name: Noubar B. Afeyan, Ph.D.
|
|
|
Title: Managing Member
|
|
|
|
FLAGSHIP VENTURES 2007 GENERAL PARTNER LLC
|
|
|
By:
|
|
/s/ Noubar B. Afeyan, Ph.D.
|
|
|
Name: Noubar B. Afeyan, Ph.D.
|
|
|
Title: Managing Member
|
|
/s/ Noubar B. Afeyan, Ph.D.
|
Noubar B. Afeyan, Ph.D.
|
|
/s/ Edwin M. Kania, Jr.
|
Edwin M. Kania, Jr.
|