UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AUSPEX PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
05211J102
(CUSIP Number)
February 10, 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)
x Rule 13d-1(c)
¨ 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).
Page 1 of 11 pages
| 1 | Names of reporting persons
CMEA Ventures VII, GP, LLC | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x (1)
| |||||
| 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 Shares | ||||
| 6 | Shared voting power
4,187,677 Shares (2) | |||||
| 7 | Sole dispositive power
0 Shares | |||||
| 8 | Shared dispositive power
4,187,677 Shares (2) | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
4,187,677 Shares (2) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
17.5% (3) | |||||
| 12 | Type of reporting person
OO | |||||
| (1) | This Schedule 13G is filed by CMEA Ventures VII GP, LLC (“CMEA GP LLC”), CMEA Ventures VII GP, L.P. (CMEA GP LP”), CMEA Ventures VII, L.P. (“CMEA”) and CMEA Ventures VII (Parallel), L.P. (“CMEA Parallel”), (together, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CMEA GP LLC serves as the general partner of CMEA GP LP, which serves as the general partner of CMEA and CMEA Parallel and may be deemed to own beneficially the shares held by CMEA and CMEA Parallel. |
| (2) | Includes 3,772,938 shares of Common Stock and immediately exercisable warrants to purchase 310,001 shares of Common Stock held by CMEA VII and 96,791 shares of Common Stock and immediately exercisable warrants to purchase 7,947 shares of Common Stock held by CMEA Parallel. |
| (3) | The percentage is based upon 23,576,538 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its final prospectus dated February 4, 2014. |
2
| 1 | Names of reporting persons
CMEA Ventures VII GP, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x (1)
| |||||
| 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 Shares | ||||
| 6 | Shared voting power
4,187,677 Shares (2) | |||||
| 7 | Sole dispositive power
0 Shares | |||||
| 8 | Shared dispositive power
4,187,677 Shares (2) | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
4,187,677 Shares (2) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
17.5% (3) | |||||
| 12 | Type of reporting person
PN | |||||
| (1) | This Schedule 13G is filed by CMEA Ventures VII GP, LLC (“CMEA GP LLC”), CMEA Ventures VII GP, L.P. (CMEA GP LP”), CMEA Ventures VII, L.P. (“CMEA”) and CMEA Ventures VII (Parallel), L.P. (“CMEA Parallel”), (together, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CMEA GP LLC serves as the general partner of CMEA GP LP, which serves as the general partner of CMEA and CMEA Parallel and may be deemed to own beneficially the shares held by CMEA and CMEA Parallel. |
| (2) | Includes 3,772,938 shares of Common Stock and immediately exercisable warrants to purchase 310,001 shares of Common Stock held by CMEA VII and 96,791 shares of Common Stock and immediately exercisable warrants to purchase 7,947 shares of Common Stock held by CMEA Parallel. |
| (3) | The percentage is based upon 23,576,538 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its final prospectus dated February 4, 2014. |
3
| 1 | Names of reporting persons
CMEA Ventures VII, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x (1)
| |||||
| 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 Shares | ||||
| 6 | Shared voting power
4,187,677 Shares (2) | |||||
| 7 | Sole dispositive power
0 Shares | |||||
| 8 | Shared dispositive power
4,187,677 Shares (2) | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
4,187,677 Shares (2) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
17.5% (3) | |||||
| 12 | Type of reporting person
PN | |||||
| (1) | This Schedule 13G is filed by CMEA Ventures VII GP, LLC (“CMEA GP LLC”), CMEA Ventures VII GP, L.P. (CMEA GP LP”), CMEA Ventures VII, L.P. (“CMEA”) and CMEA Ventures VII (Parallel), L.P. (“CMEA Parallel”), (together, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CMEA GP LLC serves as the general partner of CMEA GP LP, which serves as the general partner of CMEA and CMEA Parallel and may be deemed to own beneficially the shares held by CMEA and CMEA Parallel. |
| (2) | Includes 3,772,938 shares of Common Stock and immediately exercisable warrants to purchase 310,001 shares of Common Stock held by CMEA VII and 96,791 shares of Common Stock and immediately exercisable warrants to purchase 7,947 shares of Common Stock held by CMEA Parallel. |
| (3) | The percentage is based upon 23,576,538 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its final prospectus dated February 4, 2014. |
4
| 1 | Names of reporting persons
CMEA Ventures VII (Parallel), L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x (1)
| |||||
| 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 Shares | ||||
| 6 | Shared voting power
4,187,677 Shares (2) | |||||
| 7 | Sole dispositive power
0 Shares | |||||
| 8 | Shared dispositive power
4,187,677 Shares (2) | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
4,187,677 Shares (2) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
17.5% (3) | |||||
| 12 | Type of reporting person
PN | |||||
| (1) | This Schedule 13G is filed by CMEA Ventures VII GP, LLC (“CMEA GP LLC”), CMEA Ventures VII GP, L.P. (CMEA GP LP”), CMEA Ventures VII, L.P. (“CMEA”) and CMEA Ventures VII (Parallel), L.P. (“CMEA Parallel”), (together, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CMEA GP LLC serves as the general partner of CMEA GP LP, which serves as the general partner of CMEA and CMEA Parallel and may be deemed to own beneficially the shares held by CMEA and CMEA Parallel. |
| (2) | Includes 3,772,938 shares of Common Stock and immediately exercisable warrants to purchase 310,001 shares of Common Stock held by CMEA VII and 96,791 shares of Common Stock and immediately exercisable warrants to purchase 7,947 shares of Common Stock held by CMEA Parallel. |
| (3) | The percentage is based upon 23,576,538 shares 3 Common Stock of the Issuer outstanding as reported by the Issuer in its final prospectus dated February 4, 2014. |
5
Item 1(a). | Name of Issuer: Auspex Pharmaceuticals, Inc. | |||||
Item 1(b). | Address of Issuer’s Principal Executive Offices: 3366 North Torrey Pines Court, Suite 225 La Jolla, CA 92037 | |||||
Item 2(a). | Name of Person Filing: This Schedule 13G is being jointly filed by: | |||||
CMEA Ventures VII GP, LLC (“CMEA GP LLC”) CMEA Ventures VII GP, L.P. (“CMEA GP LP”) CMEA Ventures VII, L.P. (“CMEA”) CMEA Ventures VII Parallel), L.P. (“CMEA Parallel”) | ||||||
Item 2(b). | Address of Principal Business Office, or, if none, Residence: CMEA Capital One Letterman Drive, Building C, Suite CM 500 San Francisco, CA 94129 | |||||
Item 2(c). | Citizenship: | |||||
CMEA GP LLC CMEA GP LP CMEA CMEA Parallel | -
- - | Delaware Limited Liability Company Delaware Limited Partnership Delaware Limited Partnership Delaware Limited Partnership | ||||
Item 2(d). | Title of Class of Securities: Not Applicable. | |||||
Item 2(e). | CUSIP No.: 05211J102 | |||||
Item 3. | Not Applicable. | |||||
6
| Item 4. | Ownership |
CMEA Entity | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class | |||||||||||||||||||||
CMEA | 3,772,938 | 0 | 3,772,938 | 0 | 3,772,938 | 4,082,939 | 17.3 | % | ||||||||||||||||||||
CMEA Parallel | 96,791 | 0 | 96,791 | 0 | 96,791 | 104,738 | 0.2 | % | ||||||||||||||||||||
| Item 5. | 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
| 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
| Item 9. | Notice of Dissolution of Group |
Not applicable
7
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
8
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 20, 2014
| CMEA Ventures VII GP, LLC | ||
| By: | /s/ David Collier | |
| David Collier, Manager | ||
| CMEA Ventures VII GP, L.P. | ||
| By: | CMEA Ventures VII GP, LLC | |
| Its: | Sole General Partner | |
| By: | /s/ David Collier | |
| David Collier, Manager | ||
| CMEA Ventures VII, L.P. | ||
| By: | CMEA Ventures VII GP, LP | |
| Its: | Sole General Partner | |
| By: | /s/ David Collier | |
| David Collier, General Partner | ||
| CMEA Ventures VII (Parallel), L.P. | ||
| By: | CMEA Ventures VII GP, LP | |
| Its: | Sole General Partner | |
| By: | /s/ David Collier | |
| David Collier, General Partner | ||
9
EXHIBIT INDEX
Exhibit | ||
| 99.1 | Agreement pursuant to 13d-1(k)(1) among CMEA Ventures VII GP, LLC, CMEA Ventures VII, GP, L.P., CMEA Ventures VII, L.P. and CMEA Ventures VII (Parallel), L.P. | |
10
