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SEC 1746
(3-06)
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Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Memory Pharmaceuticals Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
58606R403
(CUSIP Number)
Vaughn Kailian
MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54
th
Floor
Boston, MA 02116
Telephone: (617) 425-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 25, 2008
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
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1
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NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures IV Q-P, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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13,251,643
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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13,251,643
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WITH:
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,251,643
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.1%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) This Schedule is filed by MPM BioVentures IV-QP,
L.P. (BV IV QP), MPM BioVentures IV GmbH & Co. Beteiligungs KG (BV IV KG), MPM Asset Management Investors BV4 LLC (AM LLC), MPM BioVentures IV GP LLC (BV IV GP) and MPM BioVentures IV LLC (BV IV LLC) (collectively, the MPM Entities) and Vaughan Kailian, Luke Evnin, Ansbert Gadicke, Steven St. Peter, William Greene, James Paul Scopa,
Ashley Dombkowski and John VanderVort (collectively, the Listed Persons). The Listed Persons are members of BV IV LLC and AM LLC. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 2
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1
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NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures IV GmbH & Co. Beteiligungs KG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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7
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SOLE VOTING POWER
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NUMBER OF
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510,531
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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510,531
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WITH:
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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510,531
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.6%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 3
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1
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NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
MPM Asset Management Investors BV4 LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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376,819
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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376,819
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WITH:
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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376,819
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.5%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 4
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1
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NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures IV GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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13,762,174(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH:
|
10
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SHARED DISPOSITIVE POWER
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13,762,174(2)
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,762,174(2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.7%(3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP and 510,531 shares of Common Stock held by BV IV KG. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG.
(3) This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 5
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1
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NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures IV LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
8
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SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
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14,138,993(2)
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EACH
|
9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH:
|
10
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SHARED DISPOSITIVE POWER
|
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|
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|
14,138,993(2)
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
14,138,993(2)
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12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.2%(3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a
group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC.
(3) This percentage is calculated based upon
82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted
pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth
in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 6
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1
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NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
Ansbert Gadicke
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
|
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(b)
þ
(1)
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3
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
OO
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5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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United States
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7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
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0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,138,993(2)
|
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|
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|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,138,993(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,138,993(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.2%(3)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities
and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a
group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is calculated based
upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as
adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as
set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 7
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1
|
|
NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
Luke Evnin
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|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(1)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,138,993(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,138,993(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,138,993(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.2%(3)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a
group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is calculated based upon
82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as
adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth
in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 8
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
Steven St. Peter
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(1)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,138,993(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,138,993(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,138,993(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.2%(3)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a
group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is calculated based upon
82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted
pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the
Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 9
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
William Greene
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(1)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,138,993(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,138,993(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,138,993(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.2%(3)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 10
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
James Paul Scopa
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(1)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,138,993(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,138,993(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,138,993(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.2%(3)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 11
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
Ashley Dombkowski
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(1)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,138,993(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,138,993(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,138,993(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.2%(3)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 12
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
Vaughn M. Kailian
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(1)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
388,605(2)
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,138,993(3)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
388,605(2)
|
|
|
|
|
WITH:
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,138,993(3)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,527,598(2)(3)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.6%(4)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) Represents shares of Common Stock underlying options which are exercisable within 60 days of the date of this filing.
(3) Consists of
13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC and 388,605 shares of Common Stock underlying options which are exercisable within 60 days of the date of this filing. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(4) This percentage
is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 13
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS.
I.R.S. Identification No(s). of above person(s) (entities only)
John Vander Vort
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(1)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,138,993(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,138,993(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,138,993(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.2%(3)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a group for purposes of this amended Schedule 13D.
(2) Consists of 13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and 376,819 shares of Common Stock held by AM LLC. BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG and BV IV LLC is the manager of AM LLC. The Reporting Person is a member of BV IV LLC.
(3) This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the Securities and Exchange Commission on December 3, 2008.
Page 14
TABLE OF CONTENTS
This Amendment No. 2 to Schedule 13D is being filed as an amendment to the initial
statement on Schedule 13D relating to the common stock, par value $0.001 per share (Common
Stock), of Memory Pharmaceuticals Corp., a Delaware corporation (Issuer), as filed with the
Securities and Exchange Commission (the SEC) on October 25, 2006 as amended by Amendment No. 1
to Schedule 13D filed with the SEC on February 14, 2007 (as amended, the Schedule 13D).
Unless otherwise indicated, all capitalized terms used herein but not defined shall have
the same meaning as set forth in the Schedule 13D. The Schedule 13D is hereby further amended
and supplemented as follows:
Item 2. Identity and Background
Item 2 of the Schedule 13D is amended and restated in its entirety as follows:
(a) The entities and persons filing this statement are MPM BioVentures IV-QP, L.P. (BV IV
QP), MPM BioVentures IV GmbH & Co. Beteiligungs KG (BV IV KG), MPM Asset Management Investors
BV4 LLC (AM LLC), MPM BioVentures IV GP LLC (BV IV GP) and MPM BioVentures IV LLC (BV IV
LLC) (collectively, the MPM Entities) and Ansbert Gadicke, Luke Evnin, Steven St. Peter,
William Greene, James Paul Scopa, Ashley Dombkowski, Vaughn Kailian and John Vander Vort
(collectively, the Listed Persons and together with the MPM Entities, the Filing Persons).
(b) The address of the principal place of business for each of the MPM Entities and Ansbert
Gadicke, Luke Evnin, Steven St. Peter, Vaughn Kailian and John Vander Vort is The John Hancock
Tower, 200 Clarendon Street, 54
th
Floor, Boston, Massachusetts 02116 and the address
of the principal place of business for William Greene, James Paul Scopa and Ashley Dombkowski is
601 Gateway Blvd. Suite 350, S. San Francisco, CA 94080.
(c) The principal business of each of the Filing Persons is the venture capital investment
business.
(d) During the last five years, none of the Filing Persons has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filing Persons has been a 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.
(f) Each of the Listed Persons is a United States citizen and each of the MPM Entities is
a Delaware limited partnership or limited liability company, except BV IV KG, which was
organized in Germany.
In accordance with the provisions of General Instruction C to Schedule 13D, information
concerning the managers and each other person controlling the general partners of the MPM
Entities required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated
by reference herein.
Page 15
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended by adding the following:
On November 25, 2008, the Issuer, Hoffman-La Roche Inc., a New Jersey corporation (Roche)
and 900 North Point Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Roche (Merger Subsidiary) entered into the Agreement and Plan of Merger (the
Merger Agreement) attached hereto as Exhibit A. Pursuant to the Merger Agreement, and subject
to its terms and conditions, Merger Subsidiary will commence a tender offer (the Offer) to
acquire all of the outstanding shares of the Common Stock of the Issuer. Further, pursuant to
the Merger Agreement, after the consummation of the Offer, and subject to the satisfaction or
waiver of certain conditions set forth in the Merger Agreement, Merger Subsidiary will merge
with and into the Issuer and Issuer will become a wholly-owned subsidiary of Roche.
In connection with the Merger Agreement, the MPM Entities, certain other stockholders of
the Issuer (the Other Stockholders) and Roche entered into a Stockholder Tender and Support
Agreement (the Tender Agreement, a copy of which is attached hereto as Exhibit B). Under the
terms of the Tender Agreement, the MPM Entities have agreed, among other things, subject to the
termination of the Tender Agreement (1) to tender in the Offer (and not to withdraw) all shares
of the Issuers Common Stock beneficially owned or thereafter acquired by them, (2) to vote such
shares in support of the merger in the event stockholder approval is required to consummate the
merger and against any competing transaction, (3) to irrevocably appoint Roche as their proxy to
vote such shares in connection with the Merger Agreement, (4) to not, and to use best efforts to
ensure its affiliates do not: solicit, facilitate or encourage a third-party proposal of
acquisition or otherwise enter into any agreement related thereto, and (5) not to otherwise
transfer any of their shares. The Tender Agreement will terminate upon the termination of the
Merger Agreement or in certain other events.
References to and descriptions of the Merger Agreement, the Tender Agreement and the
transactions completed thereby in this Item 4 are qualified in their entirety by reference to
the Merger Agreement and the Tender Agreement, which are filed as exhibits to this Schedule and
are incorporated by reference herein.
Other than as described above in this Item 4, none of the Filing Persons have any plan or
proposal relating to or that would result in: (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 Board of Directors or management of the
Issuer, including any plans or proposals to change the number or terms of directors or to fill
any existing vacancies on the Board of Directors of the Issuer; (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; (g) any changes in the Issuers charter, by-laws or
instruments corresponding thereto or other actions which may impede the acquisition of control
of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a
national securities exchange or ceasing 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 Exchange Act; or (j) any action similar to those enumerated above.
Page 16
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
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 December 11, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared
|
|
Sole
|
|
Shared
|
|
|
|
|
|
|
Shares Held
|
|
Options Held
|
|
Sole Voting
|
|
Voting
|
|
Dispositive
|
|
Dispositive
|
|
Beneficial
|
|
Percentage
|
MPM Entity
|
|
Directly
|
|
Directly
|
|
Power
|
|
Power
|
|
Power
|
|
Power
|
|
Ownership
|
|
of Class (1)
|
BV IV QP
|
|
|
13,251,643
|
|
|
|
0
|
|
|
|
13,251,643
|
|
|
|
0
|
|
|
|
13,251,643
|
|
|
|
0
|
|
|
|
13,251,643
|
|
|
|
16.1
|
%
|
BV IV KG
|
|
|
510,531
|
|
|
|
0
|
|
|
|
510,531
|
|
|
|
0
|
|
|
|
510,531
|
|
|
|
0
|
|
|
|
510,531
|
|
|
|
0.6
|
%
|
AM LLC
|
|
|
376,819
|
|
|
|
0
|
|
|
|
376,819
|
|
|
|
0
|
|
|
|
376,819
|
|
|
|
0
|
|
|
|
376,819
|
|
|
|
0.5
|
%
|
BV IV GP(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
13,762,174
|
|
|
|
0
|
|
|
|
13,762,174
|
|
|
|
13,762,174
|
|
|
|
16.7
|
%
|
BV IV LLC(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
14,138,993
|
|
|
|
17.2
|
%
|
Ansbert Gadicke(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
14,138,993
|
|
|
|
17.2
|
%
|
Luke Evnin(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
14,138,993
|
|
|
|
17.2
|
%
|
Steven St. Peter(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
14,138,993
|
|
|
|
17.2
|
%
|
William Greene(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
14,138,993
|
|
|
|
17.2
|
%
|
James Paul Scopa(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
14,138,993
|
|
|
|
17.2
|
%
|
Ashley Dombkowski(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
14,138,993
|
|
|
|
17.2
|
%
|
Vaughn Kailian(4)(5)
|
|
|
0
|
|
|
|
388,605
|
|
|
|
388,605
|
|
|
|
14,138,993
|
|
|
|
388,605
|
|
|
|
14,138,993
|
|
|
|
14,527,598
|
|
|
|
17.6
|
%
|
John Vander Vort(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
0
|
|
|
|
14,138,993
|
|
|
|
14,138,993
|
|
|
|
17.2
|
%
|
|
|
|
(1)
|
|
This percentage is calculated based upon 82,243,050 shares of the Issuers Common Stock
outstanding as of December 1, 2008, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under
the Securities Exchange Act, as set forth in the Issuers Schedule 14D-9, filed with the
Securities and Exchange Commission on December 3, 2008.
|
|
(2)
|
|
BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG
The securities are held as follows: 13,251,643 shares of Common Stock held by BV IV QP and
510,531 shares of Common Stock held by BV IV KG.
|
|
(3)
|
|
BV IV GP and BV IV LLC are the direct and indirect general partners of BV IV QP and BV IV KG
and BV IV LLC is the manager of AM LLC. The securities are held as follows: 13,251,643
shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV IV KG and
376,819 shares of Common Stock held by AM LLC.
|
|
(4)
|
|
The Reporting Person is a member of BV IV LLC. The securities are held as follows:
13,251,643 shares of Common Stock held by BV IV QP, 510,531 shares of Common Stock held by BV
IV KG and 376,819 shares of Common Stock held by AM LLC.
|
|
(5)
|
|
Includes 388,605 shares of Common Stock issuable upon the exercise of options within 60 days
of the filing date.
|
As described in Item 4, each of BV IV QP, BV IV KG and AM LLC and the Other Stockholders has
agreed, pursuant to the terms of the Tender Agreement, among other things, to vote to approve the
merger contemplated in the Merger Agreement and has granted Roche a proxy to vote their shares to
approve the merger.
The MPM Entities and the Other Stockholders own, in the aggregate, 24,221,466 shares of Common
Stock and options and warrants to purchase 6,523,533 shares of Common Stock.
Page 17
If the MPM Entities and the Other Stockholders are considered a group because of their
participation in the Tender Agreement, each Reporting Person may be deemed to beneficially own
30,744,999 shares of Common Stock of the Issuer, representing 34.6% of the Common Stock of the
Issuer, which percentage is calculated based upon 82,243,050 outstanding shares of the Issuers
Common Stock and the aggregate options and warrants to purchase shares of Common Stock held by the
MPM Entities and the Other Stockholders (assuming for purposes herein that all such options and
warrants are exercisable within 60 days). Each Reporting Person disclaims membership in a group.
Each Reporting Person also disclaims beneficial ownership of any shares of the Issuer, except for
the shares set forth in the table above.
|
|
|
Item 6.
|
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
|
Item 6 is amended and restated in its entirety as follows:
Vaughn M. Kailian is the President and Chief Executive Officer, as well as a member of the
Board of Directors, of the Issuer. Mr. Kailian is also a member of BV IV LLC. BV IV LLC is the
indirect general partner of BV IV QP and BV IV KG and the manager of AM LLC.
The information provided and incorporated by reference in Items 3, 4 and 5 is hereby
incorporated by reference.
Other than as described in this Schedule 13D, to the best of the Filing 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.
Item 7. Material to Be Filed as Exhibits
A. Agreement and Plan of Merger dated November 25, 2008 (incorporated by reference to
Exhibit 2.1 to the Issuers Current Report on Form 8-K filed on November 25, 2008 (SEC File No.
000-50642)).
B. Stockholder Tender and Support Agreement November 25, 2008 (incorporated by reference to
Exhibit 4.1 to the Issuers Current Report on Form 8-K filed on November 25, 2008 (SEC File No.
000-50642)).
C. Agreement regarding filing of joint Schedule 13D.
Page 18
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: December 15, 2008
|
|
|
|
|
MPM BioVentures IV GP LLC
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures IV LLC,
|
|
|
|
|
its Managing Member
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Vaughn M. Kailian
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
|
MPM BioVentures IV LLC
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Vaughn M. Kailian
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
|
MPM BioVentures IV-QP, L.P.
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures IV GP LLC, its General Partner
|
|
|
By:
|
|
MPM BioVentures IV LLC, its Managing Member
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Vaughn M. Kailian
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
|
MPM BioVentures IV GmbH & Co. Beteiligungs KG
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures IV GP LLC, in its capacity as
the Managing Limited Partner
|
|
|
By:
|
|
MPM BioVentures IV LLC, its Managing Member
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Vaughn M. Kailian
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
|
MPM Asset Management Investors BV4 LLC
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures IV LLC
Its: Manager
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Vaughn M. Kailian
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
Page 19
|
|
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Ansbert Gadicke
Ansbert Gadicke
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Luke Evnin
Luke Evnin
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Steven St. Peter
Steven St. Peter
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ William Greene
William Greene
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ James Paul Scopa
James Paul Scopa
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Ashley Dombkowski
Ashley Dombkowski
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Vaughn M. Kailian
Vaughn M. Kailian
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ John Vander Vort
John Vander Vort
|
|
|
Page 20
Schedule I
General Partners/Members
Ansbert Gadicke
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54
th
Floor
Boston, MA 02116
Principal Occupation: Member of the general partner of the general
partner of MPM
BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co.
Beteiligungs KG and member of the
manager of MPM Asset Management
Investors BV4 LLC
Citizenship: USA
Luke Evnin
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54
th
Floor
Boston, MA 02116
Principal Occupation: Member of the general partner of the general
partner of MPM
BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co.
Beteiligungs KG and member of the
manager of MPM Asset Management
Investors BV4 LLC
Citizenship: USA
Steven St. Peter
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54
th
Floor
Boston, MA 02116
Principal Occupation: Member of the general partner of the general
partner of MPM BioVentures IV-QP, L.P., MPM BioVentures IV GmbH
& Co. Beteiligungs KG and member of the
manager of MPM Asset Management
Investors BV4 LLC
Citizenship: USA
William Greene
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the general partner of the general
partner of MPM
BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co.
Beteiligungs KG and member of the
manager of MPM Asset Management
Investors BV4 LLC
Citizenship: USA
James Paul Scopa
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the general partner of the general
partner of MPM
BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co.
Beteiligungs KG and member of the
manager of MPM Asset Management
Investors BV4 LLC
Citizenship: USA
Page 21
Ashley Dombkowski
c/o MPM Asset Management
601 Gateway Blvd. Suite 350
S. San Francisco, CA 94080
Principal Occupation: Member of the general partner of the general
partner of MPM
BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co.
Beteiligungs KG and member of the
manager of MPM Asset Management
Investors BV4 LLC
Citizenship: USA
Vaughn M. Kailian
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54
th
Floor
Boston, MA 02116
Principal Occupation: Member of the general partner of the general
partner of MPM
BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co.
Beteiligungs KG and member of the
manager of MPM Asset Management
Investors BV4 LLC
Citizenship: USA
John Vander Vort
c/o MPM Asset Management
The John Hancock Tower
200 Clarendon Street, 54
th
Floor
Boston, MA 02116
Principal Occupation: Member of the general partner of the general
partner of MPM
BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co.
Beteiligungs KG and member of the
manager of MPM Asset Management
Investors BV4 LLC
Citizenship: USA
Page 22
Exhibit Index
A. Agreement and Plan of Merger dated November 25, 2008 (incorporated by reference to
Exhibit 2.1 to the Issuers Current Report on Form 8-K filed on November 25, 2008 (SEC File No.
000-50642)).
B. Stockholder Tender and Support Agreement November 25, 2008 (incorporated by reference to
Exhibit 4.1 to the Issuers Current Report on Form 8-K filed on November 25, 2008 (SEC File No.
000-50642)).
C. Agreement regarding filing of joint Schedule 13D.
Page 23
Exhibit C
Joint Filing Statement
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any
amendments thereto) relating to the beneficial ownership by the undersigned of the equity
securities of Memory Pharmaceuticals Corp. is filed on behalf of each of the undersigned.
Date: December 15, 2008
|
|
|
|
|
MPM BioVentures IV GP LLC
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures IV LLC,
|
|
|
|
|
its Managing Member
|
|
|
|
|
|
|
|
By:
|
|
/s/ Vaughn M. Kailian
|
|
|
|
|
|
|
|
Name:
|
|
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
|
MPM BioVentures IV LLC
|
|
|
|
|
|
|
|
By:
|
|
/s/ Vaughn M. Kailian
|
|
|
|
|
|
|
|
Name:
|
|
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
|
MPM BioVentures IV-QP, L.P.
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures IV GP LLC, its General Partner
|
|
|
By:
|
|
MPM BioVentures IV LLC, its Managing Member
|
|
|
|
|
|
|
|
By:
|
|
/s/ Vaughn M. Kailian
|
|
|
|
|
|
|
|
Name:
|
|
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
|
MPM BioVentures IV GmbH & Co. Beteiligungs KG
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures IV GP LLC, in its capacity as
|
|
|
|
|
the Managing Limited Partner
|
|
|
By:
|
|
MPM BioVentures IV LLC, its Managing Member
|
|
|
|
|
|
|
|
By:
|
|
/s/ Vaughn M. Kailian
|
|
|
|
|
|
|
|
Name:
|
|
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
Page 24
|
|
|
|
|
MPM Asset Management Investors BV4 LLC
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures IV LLC
|
|
|
|
|
Its: Manager
|
|
|
|
|
|
|
|
By:
|
|
/s/ Vaughn M. Kailian
|
|
|
|
|
|
|
|
Name:
|
|
Vaughn M. Kailian
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ansbert Gadicke
|
|
|
|
|
|
|
|
Name:
|
|
Ansbert Gadicke
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
|
|
|
|
|
|
|
|
Name:
|
|
Luke Evnin
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven St. Peter
|
|
|
|
|
|
|
|
Name:
|
|
Steven St. Peter
|
|
|
|
|
|
|
|
By:
|
|
/s/ William Greene
|
|
|
|
|
|
|
|
Name:
|
|
William Greene
|
|
|
|
|
|
|
|
By:
|
|
/s/ James Paul Scopa
|
|
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Name:
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James Paul Scopa
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By:
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/s/ Ashley Dombkowski
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Name:
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Ashley Dombkowski
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By:
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/s/ Vaughn M. Kailian
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Name:
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Vaughn M. Kailian
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By:
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/s/ John Vander Vort
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Name:
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John Vander Vort
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Page 25
Grafico Azioni Memory Pharmaceuticals Corp (MM) (NASDAQ:MEMY)
Storico
Da Lug 2024 a Lug 2024
Grafico Azioni Memory Pharmaceuticals Corp (MM) (NASDAQ:MEMY)
Storico
Da Lug 2023 a Lug 2024