Item 1. Security and Issuer.
This statement relates to the common stock, $.001 par value (the “Common Stock”) of Omthera Pharmaceuticals, Inc. (the “Issuer”) having its principal executive office at 707 State Road, Princeton, NJ 08540.
Item 2. Identity and Background.
This statement is being filed by:
(a) New Enterprise Associates 13, L.P. (“NEA 13”, the “Fund” or the “Record Holder”);
(b) NEA Partners 13, L.P. (“NEA Partners 13” or the “GPLP”), which is the sole general partner of NEA 13; and NEA 13 GP, LTD (“NEA 13 LTD” and, together with the GPLP, the “Control Entities”), which is the sole general partner of NEA Partners 13; and
(c) Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”), David M. Mott (“Mott”), Scott D. Sandell (“Sandell”), Ravi Viswanathan (“Viswanathan”) and Harry R. Weller (“Weller”) (together, the “Directors”). The Directors are the directors of NEA 13 LTD.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of the Record Holder and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris, Drant, Kerins, Mott and Weller is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri, Sandell and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of the Fund is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 13 is to act as the sole general partner of NEA 13. The principal business of NEA 13 LTD is to act as the sole general partner of NEA Partners 13. The principal business of each of the Directors is to manage the Control Entities, the Fund and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Fund and the GPLP are exempt limited partnerships organized under the laws of the Cayman Islands. NEA 13 LTD is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On April 11, 2013, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-187153) in connection with its initial public offering of 8,000,000 shares of Common Stock of the Issuer (the “IPO”) was declared effective. The closing of the IPO took place on April 16, 2013, and at such closing NEA 13 purchased an aggregate of 625,000 shares of Common Stock at the IPO price of $8.00 per share. In addition, immediately prior to the closing of the IPO, the 6,165,747 shares of Series B Preferred Stock (“Series B Stock”), a
Warrant exercisable on a cashless basis for 156,054 shares of Common Stock (the “Warrant”) and Convertible Promissory Notes (the “Notes”) held by NEA 13 automatically converted into 5,208,213 shares of Common Stock of the Issuer. Prior to the IPO, the Series B Stock, Warrant and Notes were purchased from the Issuer in a series of private transactions for an aggregate purchase price of $35,227,457. NEA 13 now holds a total of 5,833,213 shares of the Issuer’s Common Stock (the “NEA 13 Shares”).
The working capital of NEA 13 was the source of the funds for the purchase of the NEA 13 Shares. No part of the purchase price of the NEA 13 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 13 Shares.
Item 4. Purpose of Transaction.
The Fund acquired the NEA 13 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 13 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| | (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| | (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| | (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| | (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| | (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| | (f) | Any other material change in the Issuer’s business or corporate structure; |
| | (g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| | (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| | (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| | (j) | Any action similar to any of those enumerated above. |
| Item 5. | Interest in Securities of the Issuer. |
NEA 13 is the record owner of the NEA 13 Shares. As the sole general partner of NEA 13, NEA Partners 13 may be deemed to own beneficially the NEA 13 Shares. As the sole general partner of NEA Partners 13, NEA 13 LTD may be deemed to own beneficially the NEA 13 Shares. As members of NEA 13 LTD, each of the Directors may be deemed to own beneficially the NEA 13 Shares.
