UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. 2 )*
AVEO PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
053588109
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | 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. 053588109
| 1. | Name of Reporting Persons
MPM BioVentures II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
102,222 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
102,222 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
102,222 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
MPM BioVentures II-QP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
927,554 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
927,554 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
927,554 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 3 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
326,563 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
326,563 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
326,563 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 4 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
MPM Asset Management Investors 2002 BVII LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
15,779 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
15,779 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
15,779 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 5 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
MPM Asset Management II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
1,356,339* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,356,339* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,356,339* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | The shares are held as follows: 927,554 by MPM BioVentures II-QP, L.P. (“BV II QP”); 102,222 by MPM BioVentures II, L.P. (“BV II”); and 326,563 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG (“BV KG”). The Reporting Person is the direct general partner of BV II QP, BV II and BV KG. |
Page 6 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
MPM Asset Management II LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
1,356,339* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,356,339* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,356,339* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | The shares are held as follows: 927,554 by BV II QP; 102,222 by BV II; and 326,563 by BV KG. The Reporting Person is the indirect general partner of BV II QP, BV II and BV KG. |
Page 7 of 20
CUSIP No. 053588109
| 1 | Name of Reporting Persons
Ansbert Gadicke | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
1,372,118* | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,372,118* | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,372,118* | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
2.7% | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held as follows: 927,554 by BV II QP; 102,222 by BV II; 15,779 by MPM Asset Management Investors 2002 BVII LLC (“AM 2002”); and 326,563 by BV KG. MPM Asset Management II, L.P. (“AM LP”) and MPM Asset Management II LLC (“AM II LLC”) are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. |
Page 8 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
Luke Evnin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
1,372,118* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,372,118* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,372,118* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held as follows: 927,554 by BV II QP; 102,222 by BV II; 15,779 by AM 2002; and 326,563 by BV KG. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. |
Page 9 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
Nicholas Galakatos | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
1,372,118* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,372,118* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,372,118* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held as follows: 927,554 by BV II QP; 102,222 by BV II; 15,779 by AM 2002; and 326,563 by BV KG. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. |
Page 10 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
Michael Steinmetz | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
1,372,118* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,372,118* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,372,118* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held as follows: 927,554 by BV II QP; 102,222 by BV II; 15,779 by AM 2002; and 326,563 by BV KG. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. |
Page 11 of 20
CUSIP No. 053588109
| 1. | Name of Reporting Persons
Kurt Wheeler | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
1,372,118* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,372,118* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,372,118* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
* The shares are held as follows: 927,554 by BV II QP; 102,222 by BV II; 15,779 by AM 2002; and 326,563 by BV KG. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002.
Page 12 of 20
Item 1.
| (a) | Name of Issuer |
AVEO Pharmaceuticals, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
650 E. Kendall Street
Cambridge, MA 02142
Item 2.
| (a) | Name of Person Filing |
MPM BioVentures II, LP
MPM BioVentures II-QP, L.P.
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG
MPM Asset Management Investors 2002 BVII LLC
MPM Asset Management II, L.P.
MPM Asset Management II LLC
Ansbert Gadicke
Luke Evnin
Nicholas Galakatos
Michael Steinmetz
Kurt Wheeler
| (b) | Address of Principal Business Office or, if none, Residence |
c/o MPM Capital LLC
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
| (c) | Citizenship |
All entities were organized in Delaware except MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG, which was organized in Germany. The individuals are all United States citizens.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
053588109
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
Page 13 of 20
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
MPM BioVentures II, L.P. | 102,222 | |||
MPM BioVentures II-QP, L.P. | 927,554 | |||
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | 326,563 | |||
MPM Asset Management Investors 2002 BVII LLC | 15,779 | |||
MPM Asset Management II, L.P. | 1,356,339 | (1) | ||
MPM Asset Management II LLC | 1,356,339 | (1) | ||
Ansbert Gadicke | 1,372,118 | (2) | ||
Luke B. Evnin | 1,372,118 | (2) | ||
Nicholas Galakatos | 1,372,118 | (2) | ||
Michael Steinmetz | 1,372,118 | (2) | ||
Kurt Wheeler | 1,372,118 | (2) |
Percent of Class:
MPM BioVentures II, L.P. | 0.2 | % | ||
MPM BioVentures II-QP, L.P. | 1.8. | % | ||
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | 0.6 | % | ||
MPM Asset Management Investors 2002 BVII LLC | 0.0 | % | ||
MPM Asset Management II, L.P. | 2.6 | % | ||
MPM Asset Management II LLC | 2.6 | % | ||
Ansbert Gadicke | 2.7 | % | ||
Luke B. Evnin | 2.7 | % | ||
Nicholas Galakatos | 2.7 | % | ||
Michael Steinmetz | 2.7 | % | ||
Kurt Wheeler | 2.7 | % |
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
MPM BioVentures II, L.P. | 102,222 | |||
MPM BioVentures II-QP, L.P. | 927,554 | |||
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | 326,563 | |||
MPM Asset Management Investors 2002 BVII LLC | 15,779 | |||
MPM Asset Management II, L.P. | 0 | |||
MPM Asset Management II LLC | 0 | |||
Ansbert Gadicke | 0 | |||
Luke B. Evnin | 0 | |||
Nicholas Galakatos | 0 | |||
Michael Steinmetz | 0 | |||
Kurt Wheeler | 0 |
Page 14 of 20
| (ii) | Shared power to vote or to direct the vote |
MPM BioVentures II, L.P. | 0 | |||
MPM BioVentures II-QP, L.P. | 0 | |||
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | 0 | |||
MPM Asset Management Investors 2002 BVII LLC | 0 | |||
MPM Asset Management II, L.P. | 1,356,339 | (1) | ||
MPM Asset Management II LLC | 1,356,339 | (1) | ||
Ansbert Gadicke | 1,372,118 | (2) | ||
Luke B. Evnin | 1,372,118 | (2) | ||
Nicholas Galakatos | 1,372,118 | (2) | ||
Michael Steinmetz | 1,372,118 | (2) | ||
Kurt Wheeler | 1,372,118 | (2) |
| (iii) | Sole power to dispose or to direct the disposition of |
MPM BioVentures II, LP | 102,222 | |||
MPM BioVentures II-QP, L.P. | 927,554 | |||
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | 326,563 | |||
MPM Asset Management Investors 2002 LLC | 15,779 | |||
MPM Asset Management II, L.P. | 0 | |||
MPM Asset Management II LLC | 0 | |||
Ansbert Gadicke | 0 | |||
Luke Evnin | 0 | |||
Nicholas Galakatos | 0 | |||
Michael Steinmetz | 0 | |||
Kurt Wheeler | 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
MPM BioVentures II, LP | 0 | |||
MPM BioVentures II-QP, L.P. | 0 | |||
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | 0 | |||
MPM Asset Management Investors 2002 BVII LLC | 0 | |||
MPM Asset Management II, L.P. | 1,356,339 | (1) | ||
MPM Asset Management II LLC | 1,356,339 | (1) | ||
Ansbert Gadicke | 1,372,118 | (2) | ||
Luke B. Evnin | 1,372,118 | (2) | ||
Nicholas Galakatos | 1,372,118 | (2) | ||
Michael Steinmetz | 1,372,118 | (2) | ||
Kurt Wheeler | 1,372,118 | (2) |
| (1) | The shares are held as follows: 927,554 by BV II QP; 102,222 by BV II; and 326,563 by BV KG. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. |
| (2) | The shares are held as follows: 927,554 by BV II QP; 102,222 by BV II; 15,779 by AM 2002; and 326,563 by BV KG. AM LP and AM II LLC are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is an investment manager of AM II LLC and AM 2002. |
Page 15 of 20
| 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 five percent of the class of securities, check the followingx.
| 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 |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 16 of 20
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.
Dated: February 11, 2014
| MPM BIOVENTURES II, L.P. | MPM BIOVENTURES II-QP, L.P. | |||||||
| By: | MPM Asset Management II, L.P., | By: | MPM Asset Management II, L.P., | |||||
| its General Partner | its General Partner | |||||||
| By: | MPM Asset Management II LLC, | By: | MPM Asset Management II LLC, | |||||
| its General Partner | its General Partner | |||||||
| By: | /s/ Luke B. Evnin | By: | /s/ Luke B. Evnin | |||||
| Name: Luke B. Evnin | Name: Luke B. Evnin | |||||||
| Title: Investment Manager | Title: Investment Manager | |||||||
| MPM BIOVENTURES GMBH & CO. PARALLEL- BETEILIGUNGS KG | MPM ASSET MANAGEMENT INVESTORS 2002 BVII LLC | |||||||
| By: | MPM Asset Management II LP, in its capacity as the | By: | /s/ Luke B. Evnin | |||||
| Special Limited Partner | Name: Luke B. Evnin | |||||||
| Title: Investment Manager | ||||||||
| By: | MPM Asset Management II LLC, its General Partner | |||||||
| By: | /s/ Luke B. Evnin | |||||||
| Name: Luke B. Evnin | ||||||||
| Title: Investment Manager | ||||||||
| MPM ASSET MANAGEMENT II L.P. | MPM ASSET MANAGEMENT II LLC | |||||||
| By: | MPM Asset Management II LLC, its General Partner | |||||||
| By: | /s/ Luke B. Evnin | By: | /s/ Luke B. Evnin | |||||
| Name: Luke B. Evnin | Name: Luke B. Evnin | |||||||
| Title: Investment Manager | Title: Investment Manager | |||||||
Page 17 of 20
/s/ Ansbert Gadicke Ansbert Gadicke | /s/ Luke B. Evnin Luke B. Evnin | |||
/s/ Nicholas Galakatos Nicholas Galakatos | /s/ Michael Steinmetz Michael Steinmetz | |||
/s/ Kurt Wheeler Kurt Wheeler | ||||
EXHIBITS
| A: | Joint Filing Agreement |
Page 18 of 20
