UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. )*
Trivascular Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
89685A102
(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. 89685A102 |
1. | Name of Reporting Persons
MPM BioVentures IV-QP, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
1,700,218* | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
1,700,218* | |||||
8. | Shared Dispositive Power
0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,218* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
* | Includes 35,025 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 2 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
MPM BioVentures IV GmbH & Co. Beteiligungs KG | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Germany | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
65,500* | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
65,500* | |||||
8. | Shared Dispositive Power
0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
65,500* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.3% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
* | Includes 1,349 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 3 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
MPM Asset Management Investors BV4 LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
48,343* | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
48,343* | |||||
8. | Shared Dispositive Power
0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
48,343* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Includes 995 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing. |
Page 4 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
MPM BioVentures IV GP LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,765,718* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,765,718* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,765,718* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
8.6% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
* | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV-QP, L.P. (“BV IV QP”) and 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held MPM BioVentures IV GmbH & Co. Beteiligungs KG (“BV KG”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP and BV KG. |
Page 5 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
MPM BioVentures IV LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,814,061* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,814,061* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,814,061* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
* | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG and 47,348 shares of Common Stock and 995 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV4 LLC (“AM BV4”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP and BV KG and the manager of AM BV4. |
Page 6 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
Luke Evnin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,814,061* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,814,061* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,814,061* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG and, 47,348 shares of Common Stock and 995 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM BioVentures IV GP LLC (“MPM IV GP”) and MPM BioVentures IV LLC (“MPM IV LLC”) are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Page 7 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
Ansbert Gadicke | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,814,061* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,814,061* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,814,061* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG and, 47,348 shares of Common Stock and 995 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Page 8 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
Vaughn M. Kailian | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,814,061* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,814,061* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,814,061* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG and, 47,348 shares of Common Stock and 995 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Page 9 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
James Paul Scopa | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,814,061* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,814,061* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,814,061* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG and, 47,348 shares of Common Stock and 995 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Page 10 of 16
CUSIP No. 89685A102 |
1. | Name of Reporting Persons
Todd Foley | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,814,061* | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,814,061* | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,814,061* | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG and, 47,348 shares of Common Stock and 995 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Page 11 of 16
Item 1.
(a) | Name of Issuer |
Trivascular Technologies, Inc.
(b) | Address of Issuer’s Principal Executive Offices |
3910 Brickway Boulevard
Santa Rosa, CA 95403
(c) | Name of Person Filing |
MPM BioVentures IV-QP, L.P.
MPM BioVentures IV GmbH & Co. Beteiligungs KG
MPM Asset Management Investors BV4 LLC
MPM BioVentures IV GP LLC
MPM BioVentures IV LLC
Luke Evnin
Ansbert Gadicke
Vaughn M. Kailian
James Paul Scopa
Todd Foley
(d) | Address of Principal Business Office or, if none, Residence |
c/o MPM Capital LLC
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
(e) | Citizenship |
All entities were organized in Delaware except MPM BioVentures IV GmbH & Co. Beteiligungs KG, which was organized in Germany. The individuals are all United States citizens.
(f) | Title of Class of Securities |
Common Stock
(g) | CUSIP Number |
89685A102
Item 2. | 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
Page 12 of 16
Item 3. | Ownership |
MPM Entity | Shares Held Directly | Shares Issuable Upon Exercise of Warrants Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class | ||||||||||||||||||||||||
BV IV QP | 1,665,193 | 35,025 | 1,700,218 | 0 | 1,700,218 | 0 | 1,700,218 | 8.3 | % | |||||||||||||||||||||||
BV KG | 64,151 | 1,349 | 65,500 | 0 | 65,500 | 0 | 65,500 | 0.3 | % | |||||||||||||||||||||||
AM BV4 | 47,348 | 995 | 48,343 | 0 | 48,343 | 0 | 48,343 | 0.2 | % | |||||||||||||||||||||||
BV IV GP(1) | 0 | 0 | 0 | 1,765,718 | 0 | 1,765,718 | 1,765,718 | 8.6 | % | |||||||||||||||||||||||
BV IV LLC(2) | 0 | 0 | 0 | 1,814,061 | 0 | 1,814,061 | 1,814,061 | 8.9 | % | |||||||||||||||||||||||
Luke Evnin(3) | 0 | 0 | 0 | 1,814,061 | 0 | 1,814,061 | 1,814,061 | 8.9 | % | |||||||||||||||||||||||
Ansbert Gadicke(3) | 0 | 0 | 0 | 1,814,061 | 0 | 1,814,061 | 1,814,061 | 8.9 | % | |||||||||||||||||||||||
Vaughn M. Kailian (3) | 0 | 0 | 0 | 1,814,061 | 0 | 1,814,061 | 1,814,061 | 8.9 | % | |||||||||||||||||||||||
James Paul Scopa(3) | 0 | 0 | 0 | 1,814,061 | 0 | 1,814,061 | 1,814,061 | 8.9 | % | |||||||||||||||||||||||
Todd Foley(3) | 0 | 0 | 0 | 1,814,061 | 0 | 1,814,061 | 1,814,061 | 8.9 | % |
(1) | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP and 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP and BV KG. |
(2) | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG and 47,348 shares of Common Stock and 995 shares of Common Stock issuable upon exercise of warrants held by AM BV4. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP and BV KG and the manager of AM BV4. |
(3) | Consists of 1,665,193 shares of Common Stock and 35,025 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 64,151 shares of Common Stock and 1,349 shares of Common Stock issuable upon exercise of warrants held BV KG and, 47,348 shares of Common Stock and 995 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Item 4. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 5. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
Item 6. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
Item 7. | Identification and Classification of Members of the Group |
Not Applicable
Page 13 of 16
Item 8. | Notice of Dissolution of a Group |
Not Applicable
Item 9. | Certification |
Not Applicable
Page 14 of 16
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 4, 2015
MPM BIOVENTURES IV-QP, L.P. | MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG | |||||||
By: | MPM BioVentures IV GP LLC, | By: | MPM BioVentures IV GP LLC, | |||||
its General Partner | in its capacity as the Managing Limited Partner | |||||||
By: | MPM BioVentures IV LLC, | By: | MPM BioVentures IV LLC, | |||||
its Managing Member | its Managing Member | |||||||
By: | /s/ Luke Evnin | By: | /s/ Luke Evnin | |||||
Name: Luke Evnin | Name: Luke Evnin | |||||||
Title: Member | Title: Member | |||||||
MPM ASSET MANAGEMENT INVESTORS BV4 LLC | ||||||||
By: | MPM BioVentures IV LLC | |||||||
its Manager | ||||||||
By: | /s/ Luke Evnin | |||||||
Name: Luke Evnin | ||||||||
Title: Member | ||||||||
MPM BIOVENTURES IV GP LLC | MPM BIOVENTURES IV LLC | |||||||
By: | MPM BioVentures IV LLC, | By: | /s/ Luke Evnin | |||||
its Managing Member | Name: | Luke Evnin | ||||||
Title: | Member | |||||||
By: | /s/ Luke Evnin | |||||||
Name: | Luke Evnin | |||||||
Title: | Member | |||||||
By: | /s/ Luke Evnin | By: | /s/ Ansbert Gadicke | |||||
Name: Luke Evnin | Name: Ansbert Gadicke | |||||||
By: | /s/ Vaughn M. Kailian | By: | /s/ James Paul Scopa | |||||
Name: Vaughn M. Kailian | Name: James Paul Scopa | |||||||
By: | /s/ Todd Foley | |||||||
Name: Todd Foley |
EXHIBITS
A: Joint Filing Agreement
Page 15 of 16