| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, DC 20549 |
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| SCHEDULE 13D |
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[Rule 13d-101]
(Amendment No. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
EPIRUS Biopharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
29428P107
(CUSIP Number)
Daniel K. Turner, III
One Ferry Building, Suite 255,
San Francisco, CA 94111.
(650) 234-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with copies to:
Scott D. Elliott
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111
(415) 315-6379
February 6, 2015
(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 §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.
The 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).
CUSIP No. 29428P107 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row 11 | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 29428P107 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row 11 | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 25, 2014 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
Montreux Equity Partners IV, L.P. sold an aggregate of 281,046 shares of Common Stock in open market transactions from January 22, 2015 through February 6, 2015.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Schedule 13D is provided as of February 6, 2015:
Reporting Persons |
| Shares |
| Sole |
| Shared |
| Sole |
| Shared |
| Beneficial |
| Percentage |
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MEP IV (1) |
| 1,671,400 |
| 1,671,400 |
| 0 |
| 1,671,400 |
| 0 |
| 1,671,400 |
| 12.9 | % |
MEP V (2) |
| 271,476 |
| 271,476 |
| 0 |
| 271,476 |
| 0 |
| 271,476 |
| 2.1 | % |
(1) John J. Savarese, M.D., Howard D. Palefsky, and Daniel K. Turner III are the managers of Montreux Equity Management IV, LLC, which is the sole general partner of Montreux Equity Partners IV, L.P., which directly holds 1,671,400 shares of Common Stock of the Issuer.
(2) Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC, which is the sole general partner of Montreux Equity Partners V, L.P., which directly holds 271,476 shares of Common Stock of the Issuer.
(3) The securities reported herein reflect the 1-for-10 reverse stock split effected by the Issuer on July 16, 2014.
(4) This percentage is calculated based upon 12,934,102 shares of Common Stock outstanding (as of September 30, 2014) as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
(c) The Reporting Persons sold the following shares of Common Stock in open market transactions during the 60 days preceding the filing of this Amendment:
Entity |
| Date of Transaction |
| Number of Shares Sold |
| Price Per Share |
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MEP IV |
| January 22, 2015 |
| 14,130 |
| $ | 6.2972 | (1) |
MEP IV |
| January 23, 2015 |
| 8,400 |
| $ | 6.2737 | (2) |
MEP IV |
| January 26, 2015 |
| 38,516 |
| $ | 6.4675 | (3) |
MEP IV |
| February 3, 2015 |
| 47,000 |
| $ | 4.9879 | (4) |
MEP IV |
| February 4, 2015 |
| 5,684 |
| $ | 4.9505 | (5) |
MEP IV |
| February 5, 2015 |
| 67,316 |
| $ | 4.9742 | (6) |
MEP IV |
| February 6, 2015 |
| 100,000 |
| $ | 5.0093 | (7) |
(1) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.25 to $6.36, inclusive.
(2) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.25 to $6.29, inclusive.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.25 to $6.63, inclusive.
(4) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.95 to $5.00, inclusive.
(5) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.90 to $5.00, inclusive.
(6) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.90 to $5.04, inclusive.
(7) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.91 to $5.05, inclusive.
(d) Not applicable.
(e) Not applicable.
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 9, 2015 | |
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| MONTREUX EQUITY PARTNERS IV, L.P. | |
| By: | Montreux Equity Management IV, LLC |
| Its: | General Partner |
| By: | /s/ Daniel K. Turner, III |
| Name: | Daniel K. Turner, III |
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| Manager |
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| MONTREUX EQUITY PARTNERS V, L.P. | |
| By: | Montreux Equity Management V, LLC |
| Its: | General Partner |
| By: | /s/ Daniel K. Turner, III |
| Name: | Daniel K. Turner, III |
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| Manager |