New Enterprise Associates 12, Limited Partnership SC 13G Beneficial ownership report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

______________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Zosano Pharma Corporation

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

98979H103

(CUSIP Number)

December 31, 2015

(Date of Event Which 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.    98979H103 13G Page 2 of 19

1	NAMES OF REPORTING PERSONS New Enterprise Associates 12, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 98979H103 13G Page 3 of 19

1	NAMES OF REPORTING PERSONS NEA Partners 12, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 98979H103 13G Page 4 of 19

1	NAMES OF REPORTING PERSONS NEA 12 GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 98979H103 13G Page 5 of 19

1	NAMES OF REPORTING PERSONS M. James Barrett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 98979H103 13G Page 6 of 19

1	NAMES OF REPORTING PERSONS Peter J. Barris
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 98979H103 13G Page 7 of 19

1	NAMES OF REPORTING PERSONS Forest Baskett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 98979H103 13G Page 8 of 19

1	NAMES OF REPORTING PERSONS Patrick J. Kerins
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 98979H103 13G Page 9 of 19

1	NAMES OF REPORTING PERSONS Krishna S. Kolluri
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 98979H103 13G Page 10 of 19

1	NAMES OF REPORTING PERSONS Scott D. Sandell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 2,158,539 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 2,158,539 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,539 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 98979H103 13G Page 11 of 19

Item 1(a).  Name of Issuer:

Zosano Pharma Corporation (the “Issuer”).

Item 1(b).  Address of Issuer’s Principal Executive Offices:

34790 Ardentech Court, Fremont, California 94555.

Item 2(a). Names of Persons Filing:

New Enterprise Associates 12, Limited Partnership (“NEA 12”); NEA Partners 12, Limited Partnership (“NEA Partners 12”), which is the sole general partner of NEA 12; NEA 12 GP, LLC (“NEA 12 GP”), which is the sole general partner of NEA Partners 12; and M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”) and Scott D. Sandell (“Sandell”) (collectively, the “Managers”).  The Managers are the individual managers of NEA 12 GP.  NEA 12, NEA Partners 12, NEA 12 GP and the Managers are sometimes referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).  Address of Principal Business Office or, if None, Residence:

The address of the principal business office of NEA 12, NEA Partners 12 and NEA 12 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.  The address of the principal business office of Barrett, Barris and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.

Item 2(c). Citizenship:

Each of NEA 12 and NEA Partners 12 is a limited partnership organized under the laws of the State of Delaware.  NEA 12 GP is a limited liability company organized under the laws of the State of Delaware.  Each of the Managers is a United States citizen.

Item 2(d). Title of Class of Securities:

Common Stock, $.0001 par value (“Common Stock”).

Item 2(e). CUSIP Number:

98979H103

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.

CUSIP No. 98979H103 13G Page 12 of 19

Item 4. Ownership.

(a)   Amount beneficially owned: NEA 12 is the record owner of 2,158,539 shares of Common Stock as of December 31, 2015 (the “Shares”). As the sole general partner of NEA 12, NEA Partners 12 may be deemed to own beneficially the Shares. As the general partner of NEA Partners 12, NEA 12 GP likewise may be deemed to own beneficially the Shares. As the individual Managers of NEA 12 GP, each of the Managers also may be deemed to own beneficially the Shares.

(b)   Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheets for each Reporting Person are calculated based on 11,966,958 shares of Common Stock reported by the Issuer to be outstanding as of November 5, 2015 on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2015.

(c)   Number of shares as to which such person has:

(i)            sole power to vote or to direct the vote:  See Line 5 of cover sheets.

(ii)           shared power to vote or to direct the vote:  See Line 6 of cover sheets.

(iii)          sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.

(iv)          shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.

Item 5.  Ownership of Five Percent or Less of a Class.

Not applicable.

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.  The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).

Item 9. Notice of Dissolution of Group.

Not applicable.

CUSIP No. 98979H103 13G Page 13 of 19

Item 10. Certification.

Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

CUSIP No. 98979H103 13G Page 14 of 19

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:       February 5, 2016

NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP

By: NEA PARTNERS 12, LIMITED PARTNERSHIP

General Partner

By: NEA 12 GP, LLC

General Partner

By:                  *                                           

 Peter J. Barris

 Manager

NEA PARTNERS 12, LIMITED PARTNERSHIP

By: NEA 12 GP, LLC

General Partner

By:                  *                                           

                Peter J. Barris

 Manager

NEA 12 GP, LLC

By:                  *                                       

 Peter J. Barris

 Manager

        *

M. James Barrett

        *

Peter J. Barris

        *

Forest Baskett

CUSIP No. 98979H103 13G Page 15 of 19

        *

Patrick J. Kerins

        *

Krishna S. Kolluri

        *

Scott D. Sandell

*/s/ Sasha O. Keough                                              

Sasha O. Keough

As attorney-in-fact

This Schedule 13G was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

CUSIP No. 98979H103 13G Page 16 of 19

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 stock of Zosano Pharma Corporation.

EXECUTED this 5th day of February, 2016

NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP

By: NEA PARTNERS 12, LIMITED PARTNERSHIP

General Partner

By: NEA 12 GP, LLC

General Partner

By:                  *                                           

 Peter J. Barris

 Manager

NEA PARTNERS 12, LIMITED PARTNERSHIP

By: NEA 12 GP, LLC

General Partner

By:                  *                                           

                Peter J. Barris

Manager

NEA 12 GP, LLC

By:                  *                                       

 Peter J. Barris

 Manager

        *

M. James Barrett

        *

Peter J. Barris

        *

Forest Baskett

CUSIP No. 98979H103 13G Page 17 of 19

        *

Patrick J. Kerins

        *

Krishna S. Kolluri

        *

Scott D. Sandell

*/s/ Sasha O. Keough                                              

Sasha O. Keough

As attorney-in-fact

This Agreement relating to Schedule 13G was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

CUSIP No. 98979H103 13G Page 18 of 19

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013.

/s/ M. James Barrett

M. James Barrett

/s/ Peter J. Barris

Peter J. Barris

/s/ Forest Baskett

Forest Baskett

/s/ Rohini Chakravarthy

Rohini Chakravarthy

/s/ Patrick Chung

Patrick Chung

/s/ Ryan Drant

Ryan Drant

/s/ Anthony A. Florence

Anthony A. Florence

/s/ Robert Garland

Robert Garland

/s/ Paul Hsiao

Paul Hsiao

/s/ Patrick J. Kerins

Patrick J. Kerins

CUSIP No. 98979H103 13G Page 19 of 19

/s/ Suzanne King

Suzanne King

/s/ Krishna S. Kolluri

Krishna S. Kolluri

/s/ C. Richard Kramlich

C. Richard Kramlich

/s/ Edward Mathers

Edward Mathers

/s/ David M. Mott

David M. Mott

/s/ John M. Nehra

John M. Nehra

/s/ Charles W. Newhall III

Charles W. Newhall III

/s/ Jason R. Nunn

Jason R. Nunn

/s/ Jon Sakoda

Jon Sakoda

/s/ Scott D. Sandell

Scott D. Sandell

/s/ Peter W. Sonsini

Peter W. Sonsini

/s/ A. Brooke Seawell

A. Brooke Seawell

/s/ Ravi Viswanathan

Ravi Viswanathan

/s/ Paul E. Walker

Paul E. Walker

/s/ Harry Weller

Harry Weller