UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CHEMOCENTRYX, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
16383L106
(CUSIP Number)
December 31, 2012
(Date of Event That Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 16383L106
Page 2 of 14 Pages
(1) Names of Reporting Persons. Alta BioPharma Partners III, L.P. | ||
(2) Check The Appropriate Box If A Member Of A Group (a) (b) X | ||
(3) SEC Use Only | ||
(4) Citizenship or Place of Organization Delaware | ||
Number Of Shares Beneficially Owned By Each Reporting Person With | (5) | Sole Voting Power 1,711,012 (a) |
(6) | Shared Voting Power -0- | |
(7) | Sole Dispositive Power 1,711,012 (a) | |
(8) | Shared Dispositive Power -0- | |
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,711,012 (a) | ||
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares | ||
(11) Percent Of Class Represented By Amount In Row (9) 4.7% (b) | ||
(12) Type Of Reporting Person PN | ||
(a) Alta BioPharma Partners III, L.P. (“ABPIII”) has sole voting and dispositive control over 1,711,012 shares of common stock (“Common Stock”) of ChemoCentryx, Inc. (the “Issuer”), except that Alta BioPharma Management III, LLC (“ABMIII”), the general partner of ABPIII, and Farah Champsi (“Champsi”), Edward Hurwitz (“Hurwitz”) and Edward Penhoet (“Penhoet”), directors of ABMIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIII is set forth in Attachment A hereto. (b) The percentage set forth in row (11) is based on an aggregate of 36,265,320 shares of Common Stock outstanding as of November 8, 2012 as reported in the Issuer’s 10-Q filing for the quarter ended September 30, 2012. | ||
CUSIP No. 16383L106
Page 3 of 14 Pages
(1) Names of Reporting Persons. Alta BioPharma Partners III GmbH & Co. Beteiligungs KG | ||
(2) Check The Appropriate Box If A Member Of A Group (a) (b) X | ||
(3) SEC Use Only | ||
(4) Citizenship or Place of Organization Germany | ||
Number Of Shares Beneficially Owned By Each Reporting Person With | (5) | Sole Voting Power 114,910 (c) |
(6) | Shared Voting Power -0- | |
(7) | Sole Dispositive Power 114,910 (c) | |
(8) | Shared Dispositive Power -0- | |
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 114,910 (c) | ||
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares | ||
(11) Percent Of Class Represented By Amount In Row (9) 0.3% (b) | ||
(12) Type Of Reporting Person PN | ||
(c) Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”) has sole voting and dispositive control over 114,910 shares of Common Stock of the Issuer, except that ABMIII, the managing limited partner of ABPIIIKG, and Champsi, Penhoet, and Hurwitz directors of ABMIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIIIKG is set forth in Attachment A hereto. | ||
CUSIP No. 16383L106
Page 4 of 14 Pages
(1) Names of Reporting Persons. Alta BioPharma Management III, LLC | ||
(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 -0- |
(6) | Shared Voting Power 1,825,922 (d) | |
(7) | Sole Dispositive Power -0- | |
(8) | Shared Dispositive Power 1,825,922 (d) | |
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,825,922 (d) | ||
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares | ||
(11) Percent Of Class Represented By Amount In Row (9) 5.0% (b) | ||
(12) Type Of Reporting Person OO | ||
(d) ABMIII shares voting and dispositive power over the 1,711,012 shares of Common Stock beneficially owned by ABPIII and the 114,910 shares of Common Stock beneficially owned by ABPIIIKG. Additional information about ABMIII is set forth in Attachment A hereto. | ||
CUSIP No. 16383L106
Page 5 of 14 Pages
(1) Names of Reporting Persons. Alta Embarcadero BioPharma Partners III, LLC | ||
(2) Check The Appropriate Box If A Member Of A Group (a) (b) X | ||
(3) SEC Use Only | ||
(4) Citizenship or Place of Organization California | ||
Number Of Shares Beneficially Owned By Each Reporting Person With | (5) | Sole Voting Power 42,166(e) |
(6) | Shared Voting Power -0- | |
(7) | Sole Dispositive Power 42,166(e) | |
(8) | Shared Dispositive Power -0- | |
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 42,166(e) | ||
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares | ||
(11) Percent Of Class Represented By Amount In Row (9) 0.1% (b) | ||
(12) Type Of Reporting Person OO | ||
(e) Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”) has sole voting and dispositive control over 42,166 shares of Common Stock, except that Champsi, Penhoet, and Hurwitz, managers of AEBPIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about AEBPIII is set forth in Attachment A hereto. | ||
CUSIP No. 16383L106
Page 6 of 14 Pages
(1) Names of Reporting Persons. Farah Champsi | ||
(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 -0- |
(6) | Shared Voting Power 1,868,088 (f) | |
(7) | Sole Dispositive Power -0- | |
(8) | Shared Dispositive Power 1,868,088 (f) | |
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,868,088 (f) | ||
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares | ||
(11) Percent Of Class Represented By Amount In Row (9) 5.2% (b) | ||
(12) Type Of Reporting Person IN | ||
(f) Champsi shares voting and dispositive control over the 1,711,012 shares of Common Stock beneficially owned by ABPIII, the 114,910 shares of Common Stock beneficially owned by ABPIIIKG, and the 42,166 shares of Common Stock beneficially owned by AEBPIII. Additional information about Champsi is set forth in Attachment A hereto. | ||
CUSIP No. 16383L106
Page 7 of 14 Pages
(1) Names of Reporting Persons. Edward Penhoet | ||
(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 -0- |
(6) | Shared Voting Power 1,868,088 (g) | |
(7) | Sole Dispositive Power -0- | |
(8) | Shared Dispositive Power 1,868,088 (g) | |
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,868,088 (g) | ||
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares | ||
(11) Percent Of Class Represented By Amount In Row (9) 5.2% (b) | ||
(12) Type Of Reporting Person IN | ||
(g) Penhoet shares voting and dispositive control over the 1,711,012 shares of Common Stock beneficially owned by ABPIII, the 114,910 shares of Common Stock beneficially owned by ABPIIIKG, and the 42,166 shares of Common Stock beneficially owned by AEBPIII. Additional information about Penhoet is set forth in Attachment A hereto. | ||
CUSIP No. 16383L106
Page 8 of 14 Pages
(1) Names of Reporting Persons. Edward Hurwitz | ||
(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 -0- |
(6) | Shared Voting Power 1,868,088 (h) | |
(7) | Sole Dispositive Power -0- | |
(8) | Shared Dispositive Power 1,868,088 (h) | |
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,868,088 (h) | ||
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares | ||
(11) Percent Of Class Represented By Amount In Row (9) 5.2% (b) | ||
(12) Type Of Reporting Person IN | ||
(h) Hurwitz shares voting and dispositive control over the 1,711,012 shares of Common Stock beneficially owned by ABPIII, the 114,910 shares of Common Stock beneficially owned by ABPIIIKG, and the 42,166 shares of Common Stock beneficially owned by AEBPIII. Additional information about Hurwitz is set forth in Attachment A hereto. | ||
CUSIP No. 16383L106
Page 9 of 14 Pages
Item 1.
(a)
Name of Issuer: ChemoCentryx, Inc.(“Issuer”)
(b)
Address of Issuer’s Principal Executive Offices:
850 Maude Avenue
Mountain View, California 94043
Item 2.
(a)
Name of Person Filing:
Alta BioPharma Partners III, L.P. (“ABPIII”)
Alta BioPharma Management III, LLC (“ABMIII”)
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”)
Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”)
Farah Champsi (“FC”)
Edward Penhoet (“EP”)
Edward Hurwitz (“EH”)
(b)
Address of Principal Business Office:
One Embarcadero Center, Suite 3700
San Francisco, CA 94111
(c)
Citizenship/Place of Organization:
Entities:
ABPIII
Delaware
ABMIII
Delaware
ABPIIIKG
Germany
AEBPIII
California
Individuals:
FC
United States
EP
United States
EH
United States
(d)
Title of Class of Securities:
Common Stock
(e)
CUSIP Number: 16383L106
Item 3.
Not applicable.
CUSIP No. 16383L106
Page 10 of 14 Pages
Item 4
Ownership.
Please see Attachment A
|
| ABPIII | ABMIII | ABPIIIKG | AEBPIII |
(a) | Beneficial Ownership | 1,711,012 | 1,825,922 | 114,910 | 42,166 |
(b) | Percentage of Class | 4.7% | 5.0% | 0.3% | 0.1% |
(c) | Sole Voting Power | 1,711,012 | -0- | 114,910 | 42,166 |
| Shared Voting Power | -0- | 1,825,922 | -0- | -0- |
| Sole Dispositive Power | 1,711,012 | -0- | 114,910 | 42,166 |
| Shared Dispositive Power | -0- | 1,825,922 | -0- | -0- |
|
|
|
|
|
|
|
| FC | EP | EH |
|
(a) | Beneficial Ownership | 1,868,088 | 1,868,088 | 1,868,088 |
|
(b) | Percentage of Class | 5.2% | 5.2% | 5.2% |
|
(c) | Sole Voting Power | -0- | -0- | -0- |
|
| Shared Voting Power | 1,868,088 | 1,868,088 | 1,868,088 |
|
| Sole Dispositive Power | -0- | -0- | -0- |
|
| Shared Dispositive Power | 1,868,088 | 1,868,088 | 1,868,088 |
|
CUSIP No. 16383L106
Page 11 of 14 Pages
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8.
Identification and Classification of Members of the Group
No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act.
Item 9.
Notice of Dissolution of Group
Not applicable.
Item 10.
Certification
Not applicable.
EXHIBITS
A:
Joint Filing Statement
CUSIP No. 16383L106
Page 12 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
February 12, 2013
Alta BioPharma Partners III, L.P.
Alta BioPharma Management III, LLC
By: Alta BioPharma Management III, LLC
By: /s/ Farah Champsi
By: /s/ Farah Champsi
Farah Champsi, Director
Farah Champsi, Director
Alta Embarcadero BioPharma Partners III, LLC
Alta BioPharma Partners III GmbH &Co.
Beteiligungs KG
By: Alta BioPharma Management III, LLC
By: /s/ Farah Champsi
By: /s/ Farah Champsi
Farah Champsi, Manager
Farah Champsi, Director
/s/ Farah Champsi
Farah Champsi
/s/ Edward Penhoet
/s/ Edward Hurwitz
Edward Penhoet
Edward Hurwitz
CUSIP No. 16383L106
Page 13 of 14 Pages
Exhibit A
Agreement of Joint Filing
We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.
Date:
February 12, 2013
Alta BioPharma Partners III, L.P.
Alta BioPharma Management III, LLC
By: Alta BioPharma Management III, LLC
By: /s/ Farah Champsi
By: /s/ Farah Champsi
Farah Champsi, Director
Farah Champsi, Director
Alta Embarcadero BioPharma Partners III, LLC
Alta BioPharma Partners III GmbH &Co.
Beteiligungs KG
By: Alta BioPharma Management III, LLC
By: /s/ Farah Champsi
By: /s/ Farah Champsi
Farah Champsi, Manager
Farah Champsi, Director
/s/ Farah Champsi
Farah Champsi
/s/ Edward Penhoet
/s/ Edward Hurwitz
Edward Penhoet
Edward Hurwitz
CUSIP No. 16383L106
Page 14 of 14 Pages
Attachment A
Alta BioPharma Partners III, L.P. beneficially owns 1,711,012 shares of Common and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 114,910 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
Alta Embarcadero BioPharma Partners III, LLC beneficially owns 42,166 shares Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
Alta BioPharma Management III, LLC is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.
Ms. Farah Champsi is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. She may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.
Mr. Edward Hurwitz is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.
Mr. Edward Penhoet is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.