UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. 5)*
| CHELSEA THERAPEUTICS INTERNATIONAL, LTD. |
(Name of Issuer)
| COMMON STOCK |
| (Title of Class of Securities) |
| 163428105 |
| (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:
¨ Rule13d-1(b)
x Rule13d-1(c)
¨ Rule13d-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. 163428105 | Page 2 of 11 |
| 1. | Name of Reporting Persons
Venrock Healthcare Capital Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1 (b) ¨ | |||||
| 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
1,701,1702 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,701,1702 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,1702 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.4%3 | |||||
12. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | Venrock Healthcare Capital Partners, L.P., VHCPCo-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCPCo-Investment Holdings, LLC. |
| 3 | This percentage is calculated based upon 70,767,249 shares of the Issuer’s common stock outstanding as of November 5, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2013. |
| CUSIP No. 163428105 | Page 3 of 11 |
| 1. | Name of Reporting Persons
VHCP Co-Investment Holdings, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
| |||||
| 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
1,701,1702 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,701,1702 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,1702 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.4%3 | |||||
12. | Type of Reporting Person (See Instructions)
OO | |||||
| 1 | Venrock Healthcare Capital Partners, L.P., VHCPCo-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCPCo-Investment Holdings, LLC. |
| 3 | This percentage is calculated based upon 70,767,249 shares of the Issuer’s common stock outstanding as of November 5, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2013. |
| CUSIP No. 163428105 | Page 4 of 11 |
| 1. | Name of Reporting Persons
VHCP Management, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
| |||||
| 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
1,701,1702 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,701,1702 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,1702 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.4%3 | |||||
12. | Type of Reporting Person (See Instructions)
OO | |||||
| 1 | Venrock Healthcare Capital Partners, L.P., VHCPCo-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCPCo-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCPCo-Investment Holdings, LLC. |
| 3 | This percentage is calculated based upon 70,767,249 shares of the Issuer’s common stock outstanding as of November 5, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2013. |
| CUSIP No. 163428105 | Page 5 of 11 |
| 1. | Name of Reporting Persons
Hove, Anders | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
| |||||
| 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
1,701,1702 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,701,1702 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,1702 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.4%3 | |||||
12. | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | Venrock Healthcare Capital Partners, L.P., VHCPCo-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCPCo-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCPCo-Investment Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, LLC. |
| 3 | This percentage is calculated based upon 70,767,249 shares of the Issuer’s common stock outstanding as of November 5, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2013. |
| CUSIP No. 163428105 | Page 6 of 11 |
| 1. | Name of Reporting Persons
Roberts, Bryan | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
| |||||
| 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
1,701,1702 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,701,1702 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,1702 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.4%3 | |||||
12. | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | Venrock Healthcare Capital Partners, L.P., VHCPCo-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of 1,438,102 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock owned by VHCPCo-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCPCo-Investment Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, LLC. |
| 3 | This percentage is calculated based upon 70,767,249 shares of the Issuer’s common stock outstanding as of November 5, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2013. |
| Page 7 of 11 |
Introductory Note: This Amendment to Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP LP”), VHCPCo-Investment Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPCo-Investment”), VHCP Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management” and collectively with VHCP LP and VHCPCo-Investment, the “Venrock Entities”), Anders Hove and Bryan Roberts in respect of Common Stock of Chelsea Therapeutics International, Ltd.
| Item 1. |
| (a) | Name of Issuer |
Chelsea Therapeutics International, Ltd.
| (b) | Address of Issuer’s Principal Executive Offices |
3530 Toringdon Way, Suite 200
Charlotte, North Carolina 28277
| Item 2. |
| (a) | Name of Person Filing |
Venrock Healthcare Capital Partners, L.P.
VHCPCo-Investment Holdings, LLC
VHCP Management, LLC
Anders Hove
Bryan Roberts
| (b) | Address of Principal Business Office or, if none, Residence |
New York Office: | Palo Alto Office: | Cambridge Office: | ||
530 Fifth Avenue | 3340 Hillview Avenue | 55 Cambridge Parkway | ||
22nd Floor | Palo Alto, CA 94304 | Suite 100 | ||
New York, NY 10036 | Cambridge, MA 02142 | |||
| (c) | Citizenship |
All entities were organized in Delaware. The individuals are both United States citizens.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
163428105
| 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 8 of 11 |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned as of December 31, 2013: |
Venrock Healthcare Capital Partners, L.P. | 1,701,170 (1) | |||
VHCP Co-Investment Holdings, LLC | 1,701,170 (1) | |||
VHCP Management, LLC | 1,701,170 (1) | |||
Anders Hove | 1,701,170 (1) | |||
Bryan Roberts | 1,701,170 (1) |
| (b) | Percent of Class as of December 31, 2013: |
Venrock Healthcare Capital Partners, L.P. | 2.4% | |||
VHCP Co-Investment Holdings, LLC | 2.4% | |||
VHCP Management, LLC | 2.4% | |||
Anders Hove | 2.4% | |||
Bryan Roberts | 2.4% |
| (c) | Number of shares as to which the person has, as of December 31, 2013: |
| (i) | Sole power to vote or to direct the vote |
Venrock Healthcare Capital Partners, L.P. | 0 | |||
VHCP Co-Investment Holdings, LLC | 0 | |||
VHCP Management, LLC | 0 | |||
Anders Hove | 0 | |||
Bryan Roberts | 0 |
| (ii) | Shared power to vote or to direct the vote |
Venrock Healthcare Capital Partners, L.P. | 1,701,170 (1) | |||
VHCP Co-Investment Holdings, LLC | 1,701,170 (1) | |||
VHCP Management, LLC | 1,701,170 (1) | |||
Anders Hove | 1,701,170 (1) | |||
Bryan Roberts | 1,701,170 (1) |
| Page 9 of 11 |
| (iii) | Sole power to dispose or to direct the disposition of |
Venrock Healthcare Capital Partners, L.P. | 0 | |||
VHCP Co-Investment Holdings, LLC | 0 | |||
VHCP Management, LLC | 0 | |||
Anders Hove | 0 | |||
Bryan Roberts | 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
Venrock Healthcare Capital Partners, L.P. | 1,701,170 (1) | |||
VHCP Co-Investment Holdings, LLC | 1,701,170 (1) | |||
VHCP Management, LLC | 1,701,170 (1) | |||
Anders Hove | 1,701,170 (1) | |||
Bryan Roberts | 1,701,170 (1) |
| (1) | These shares are owned directly as follows: 1,438,102 shares of common stock are owned by Venrock Healthcare Capital Partners, L.P. and 263,068 shares of common stock are owned by VHCPCo-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCPCo-Investment Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, LLC. |
| 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 |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Page 10 of 11 |
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 14, 2014
| Venrock Healthcare Capital Partners, L.P. | VHCPCo-Investment Holdings, LLC | |||||||
| By: | VHCP Management, LLC, | By: | VHCP Management, LLC, | |||||
| its General Partner | its Manager | |||||||
| By: | /s/ David L. Stepp | By: | /s/ David L. Stepp | |||||
Name: David L. Stepp Title: Authorized Signatory | Name: David L. Stepp Title: Authorized Signatory | |||||||
| VHCP Management, LLC | ||
| By: | /s/ David L. Stepp | |
Name: David L. Stepp Title: Authorized Signatory | ||
| /s/ David L. Stepp, asattorney-in-fact |
| Anders Hove |
| /s/ David L. Stepp, asattorney-in-fact |
| Bryan Roberts |
| Page 11 of 11 |
EXHIBITS
| A: | Joint Filing Agreement (Incorporated by reference from Exhibit A to Schedule 13G/A filed on February 14, 2013.) |
| B: | Power of Attorney for Anders Hove (Incorporated by reference from Exhibit B to Schedule 13G filed on March 15, 2010.) |
| C: | Power of Attorney for Bryan Roberts (Incorporated by reference from Exhibit C to Schedule 13G filed on March 15, 2010.) |