| 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") and Scott D. Sandell ("Sandell") (collectively, the "Managers") and Krishna S. Kolluri ("Kolluri"). 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 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.
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").
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 11 of 18 |
| (a) | Amount beneficially owned: NEA 12 is the record owner of 2,052,805 shares of Common Stock as of December 31, 2016 (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. |
As of December 31, 2016, Barrett is the record owner of 5 shares of Common Stock (the "Barrett Shares"). Accordingly, Barrett may be deemed to own beneficially the Barrett Shares in addition to the Shares.
| (b) | Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person other than Barrett are calculated based on 16,815,997 shares of Common Stock (the "10-Q Shares") reported by the Issuer to be outstanding as of November 3, 2016 on the Issuer's Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2016. The percentage set forth on the cover sheet for Barrett is calculated based on 16,816,002 shares of Common Stock, which includes (i) the 10-Q Shares and (ii) the Barrett Shares. |
| | (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 Securities except for the shares, if any, such Reporting Person holds of record.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Kolluri has ceased to own beneficially five percent or more of the Issuer's Common Stock as a result of ceasing to be a Manager of NEA 12 GP.
| 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.
| CUSIP No. 98979H103 | 13G | Page 12 of 18 |
| 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.
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 13 of 18 |
