SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2
(Amendment No. 1)*
Relypsa, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
759531106
(CUSIP Number)
December 31, 2014
(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. 759531106 | 13G | Page 2 of 10 Pages |
| Item 1(a). | Name of Issuer: |
Relypsa, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
The Issuer’s principal executive offices are located at 700 Saginaw Drive, Redwood City, California 94063.
| Item 2(a). | Name of Persons Filing: |
This joint statement on Schedule 13G is being filed by New Leaf Ventures I, L.P. (“NLV I”), New Leaf Venture Management I, L.P. (“NLV Venture Management”) and New Leaf Venture Management I, L.L.C. (“NLV Management” and together with NLV I and NLV Venture Management, the “Reporting Entities”) and Philippe O. Chambon (“Chambon”), Vijay Lathi (“Lathi”), Ronald Hunt (“Hunt”), Jeani Delagardelle (“Delagardelle”) and Liam Ratcliffe (“Ratcliffe” and together with Chambon, Lathi, Hunt and Delagardelle, the “Managing Directors”). The Reporting Entities and the Managing Directors collectively are referred to as the “Reporting Persons”.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of NLV I, NLV Venture Management, NLV Management, Chambon, Hunt and Ratcliffe is New Leaf Venture Partners, Times Square Tower, 7 Times Square, Suite 3502, New York, NY 10036. The address of the principal business office of Lathi and Delagardelle is New Leaf Venture Partners, 1200 Park Place, Suite 300, San Mateo, CA 94043.
| Item 2(c). | Citizenship: |
Each of NLV I and NLV Venture Management is a limited partnership organized under the laws of the State of Delaware. NLV Management is a limited liability company organized under the laws of the State of Delaware. Each Managing Director is a citizen of the United States.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share (“Common Stock”).
| Item 2(e). | CUSIP Number: |
759531106
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4. | Ownership. |
Not Applicable
| CUSIP No. 759531106 | 13G | Page 3 of 10 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Each Reporting Person has ceased to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Stock.
| 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 Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d 1(b) or Rule 13d 1(c).
| CUSIP No. 759531106 | 13G | Page 4 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 17, 2015
| NEW LEAF VENTURES I, L.P. | ||||||
| By: | NEW LEAF VENTURE MANAGEMENT I, L.P. General Partner | |||||
| By: | NEW LEAF VENTURE MANAGEMENT I, L.L.C. General Partner | |||||
| By: | /s/ Craig L. Slutzkin | |||||
| Craig L. Slutzkin | ||||||
| Chief Financial Officer | ||||||
| NEW LEAF VENTURE MANAGEMENT I, L.P. | ||||||
| By: | NEW LEAF VENTURE MANAGEMENT I, L.L.C. General Partner | |||||
| By: | /s/ Craig L. Slutzkin | |||||
| Craig L. Slutzkin | ||||||
| Chief Financial Officer | ||||||
| NEW LEAF VENTURE MANAGEMENT I, L.L.C. | ||||||
| By: | /s/ Craig L. Slutzkin | |||||
| Craig L. Slutzkin | ||||||
| Chief Financial Officer | ||||||
* |
| Philippe O. Chambon |
* |
| Vijay Lathi |
* |
| Ronald Hunt |
| CUSIP No. 759531106 | 13G | Page 5 of 10 Pages |
* |
| Jeani Delagardelle |
* |
| Liam Ratcliffe |
/s/ Craig L. Slutzkin |
| Craig L. Slutzkin |
| As attorney-in-fact |
| * | This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 2. |
| CUSIP No.759531106 | 13G | Page 6 of 10 Pages |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Relypsa, Inc.
Date: February 17, 2015
| NEW LEAF VENTURES I, L.P. | ||||||||
| By: | NEW LEAF VENTURE MANAGEMENT I, L.P. | |||||||
| General Partner | ||||||||
| By: | NEW LEAF VENTURE MANAGEMENT I, L.L.C. | |||||||
| General Partner | ||||||||
| By: | /s/ Craig L. Slutzkin | |||||||
| Craig L. Slutzkin | ||||||||
| Chief Financial Officer | ||||||||
| NEW LEAF VENTURE MANAGEMENT I, L.P. | ||||||||
| By: | NEW LEAF VENTURE MANAGEMENT I, L.L.C. | |||||||
| General Partner | ||||||||
| By: | /s/ Craig L. Slutzkin | |||||||
| Craig L. Slutzkin | ||||||||
| Chief Financial Officer | ||||||||
| NEW LEAF VENTURE MANAGEMENT I, L.L.C. | ||||||
| By: | /s/ Craig L. Slutzkin | |||||
| Craig L. Slutzkin | ||||||
| Chief Financial Officer | ||||||
* | ||||||
Philippe O. Chambon | ||||||
* | ||||||
Vijay Lathi | ||||||
* | ||||||
Ronald Hunt | ||||||
| CUSIP No.759531106 | 13G | Page 7 of 10 Pages |
* | ||||
Jeani Delagardelle | ||||
* | ||||
Liam Ratcliffe | ||||
/s/ Craig L. Slutzkin |
Craig L. Slutzkin |
As attorney-in-fact |
| * | This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 2. |
| CUSIP No. 759531106 | 13G | Page 8 of 10 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
This power shall continue in effect until terminated in writing.
| By: | /s/ Vijay K. Lathi | |
| Vijay K. Lathi |
Dated: October 5, 2005
| CUSIP No. 759531106 | 13G | Page 9 of 10 Pages |
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG L. SLUTZKIN as his/her true and lawful attorney-in-fact and agent for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
This power shall continue in effect until terminated in writing.
| By: | /s/ Philippe O. Chambon | |
| Philippe O. Chambon | ||
| By: | /s/ Jeani Delagardelle | |
| Jeani Delagardelle | ||
| By: | /s/ Ronald Hunt | |
| Ronald Hunt | ||
Dated: September 29, 2006
| CUSIP No. 759531106 | 13G | Page 10 of 10 Pages |
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
This power shall continue in effect until terminated in writing.
| By: | /s/ Liam Ratcliffe | |
| Liam Ratcliffe |
Dated: April 9, 2012