SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 2)
Trius Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
89685K100
(CUSIP Number)
Nathalie Auber
Sofinnova Ventures, Inc.
2800 Sand Hill Road, Suite 150
Menlo Park, CA 94023
(650) 681-8136
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
Linda Daley, Esq.
c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1200 Seaport Blvd., Redwood City, CA 94063
(650) 463-5243
January 12, 2012
(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 Rule 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 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 disclosures provided in a prior cover page.
This 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).
Page 1 of 8 Pages
| CUSIP NO. 89685K100 | 13 D | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Venture Partners VII, L.P. (“SVP VII”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER -0- | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER -0- | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| CUSIP NO. 89685K100 | 13 D | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Management VII, L.L.C. (“SM VII”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 144,622 shares, except that Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Eric P. Buatois (“Buatois”), the managing members of SM VII, may be deemed to have shared power to vote these shares. | |
| 8 | SHARED VOTING POWER -0- | ||
| 9 | SOLE DISPOSITIVE POWER 144,622 shares, except that Powell, Healy and Buatois, the managing members of SM VII, may be deemed to have shared power to dispose of these shares. | ||
| 10 | SHARED DISPOSITIVE POWER -0- | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,622 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| CUSIP NO. 89685K100 | 13 D | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Michael F. Powell (“Powell”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 33,302 shares issuable to Powell pursuant to outstanding options exercisable within 60 days of January 12, 2012, 3,000 unvested shares of which are subject to a right of repurchase as of March 12, 2012. | |
| 8 | SHARED VOTING POWER 144,622 shares, all of which are directly owned by SM VII, and Powell, a managing member of SM VII, may be deemed to have shared voting power to vote these shares. | ||
| 9 | SOLE DISPOSITIVE POWER 33,302 shares issuable to Powell pursuant to outstanding options exercisable within 60 days of January 12, 2012, 3,000 unvested shares of which are subject to a right of repurchase as of March 12, 2012. | ||
| 10 | SHARED DISPOSITIVE POWER 144,622 shares, all of which are directly owned by SM VII, and Powell, a managing member of SM VII, may be deemed to have shared power to dispose of these shares. | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,924 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| CUSIP NO. 89685K100 | 13 D | Page 5 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. James I. Healy (“Healy”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 144,622 shares, all of which are directly owned by SM VII, and Healy, a managing member of SM VII, may be deemed to have shared voting power to vote these shares. | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 144,622 shares, all of which are directly owned by SM VII, and Healy, a managing member of SM VII, may be deemed to have shared power to dispose of these shares. | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,622 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| CUSIP NO. 89685K100 | 13 D | Page 6 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Eric P. Buatois (“Buatois”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Permanent Resident | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 144,622 shares, all of which are directly owned by SM VII, and Buatois, a managing member of SM VII, may be deemed to have shared voting power to vote these shares. | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 144,622 shares, all of which are directly owned by SM VII, and Buatois, a managing member of SM VII, may be deemed to have shared power to dispose of these shares. | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,622 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| CUSIP NO. 89685K100 | 13 D | Page 7 of 8 Pages |
Statement on Schedule 13D
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D initially filed on August 16, 2010 (as amended, the “Schedule 13D”) on behalf of Sofinnova Venture Partners VII, L.P., Sofinnova Management VII, L.L.C., Dr. Michael F. Powell, Dr. James I. Healy, and Eric P. Buatois (collectively, the “Reporting Persons”) relating to the beneficial ownership of common stock, par value $0.0001 per share (the “Common Stock”) of Trius Therapeutics, Inc., a Delaware corporation (the “Issuer”). Except as set forth below, this Amendment No. 2 does not supplement, restate or amend any of the other information disclosed in the Schedule 13D. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Schedule 13D.
ITEM 4. Purpose of Transaction.
On January 12, 2012, Sofinnova Venture Partners VII, L.P. distributed 3,615,572 shares of Common Stock without consideration to its partners pro rata pursuant to its partnership agreement and a Rule 10b5-1 Distribution Plan between Sofinnova Venture Partners VII, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated November 29, 2011, previously filed as an exhibit to Amendment No. 1 to the Schedule 13D (as amended to date, the “Rule 10b5-1 Plan”).
ITEM 5. Interest in Securities of the Issuer.
Clauses (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
| (a) See Rows 11 and 13 for each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 28,555,800 shares of Common Stock outstanding as of November 4, 2011, as reported by the Issuer. |
| (b) See Rows 7, 8, 9, and 10 for each Reporting Person. |
(c) On January 12, 2012, Sofinnova Venture Partners VII, L.P. distributed 3,615,572 shares of Common Stock without consideration to its partners pro rata pursuant to its partnership agreement and the Rule 10b5-1 Plan. Soffinova Management VII, L.L.C., received 144,622 shares of Common Stock in connection with this distribution.
| CUSIP NO. 89685K100 | 13 D | Page 8 of 8 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: January 13, 2012
| SOFINNOVA VENTURE PARTNERS VII, L.P., a | ||
| Delaware Limited Partnership | ||
| By: | SOFINNOVA MANAGEMENT VII, L.L.C., a Delaware Limited Liability Company | |
| Its: | General Partner | |
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| SOFINNOVA MANAGEMENT VII, a Delaware Limited | ||
| Liability Company | ||
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| DR. JAMES I. HEALY | ||
| DR. MICHAEL F. POWELL | ||
| ERIC P. BUATOIS | ||
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.