Venrock Healthcare Capital Partners SC 13G/A Lipocine Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

LIPOCINE INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

53630X104

(CUSIP Number)

December 31, 2015

(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).

CUSIP No. 53630X104  Page 2 of 16

1.	Name of Reporting Persons Venrock Healthcare Capital Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x1         (b)  ¨
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 1,269,9212
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,269,9212
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,269,9212
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9) 7.0%3
12.	Type of Reporting Person (See Instructions) PN

1 Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.

2 Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.

3 This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 53630X104  Page 3 of 16

1.	Name of Reporting Persons VHCP Co-Investment Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x1         (b)  ¨
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 1,269,9212
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,269,9212
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,269,9212
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9) 7.0%3
12.	Type of Reporting Person (See Instructions) OO

1 Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.

2 Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.

3 This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 53630X104  Page 4 of 16

1.	Name of reporting persons Venrock Healthcare Capital Partners II, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a)  x1         (b)  ¨
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  1,269,9212
		7.	Sole dispositive power     0
		8.	Shared dispositive power  1,269,9212
9.	Aggregate amount beneficially owned by each reporting person  1,269,9212
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨
11.	Percent of class represented by amount in Row (9) 7.0%3
12.	Type of reporting person (see instructions)  PN

1 Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.

2 Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.

3 This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 53630X104  Page 5 of 16

1.	Name of reporting persons VHCP Co-Investment Holdings II, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a)  x1         (b)  ¨
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  1,269,9212
		7.	Sole dispositive power     0
		8.	Shared dispositive power  1,269,9212
9.	Aggregate amount beneficially owned by each reporting person 1,269,9212
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨
11.	Percent of class represented by amount in Row (9)  7.0%3
12.	Type of reporting person (see instructions)  OO

1 Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.

2 Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.

3 This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 53630X104  Page 6 of 16

1.	Name of Reporting Persons VHCP Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x1         (b)  ¨
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 1,269,9212
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,269,9212
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,269,9212
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9) 7.0%3
12.	Type of Reporting Person (See Instructions) OO

1 Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.

2 Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.

3 This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 53630X104  Page 7 of 16

1.	Name of reporting persons VHCP Management II, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a)  x1         (b)  ¨
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 1,269,9212
		7.	Sole dispositive power     0
		8.	Shared dispositive power  1,269,9212
9.	Aggregate amount beneficially owned by each reporting person 1,269,9212
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨
11.	Percent of class represented by amount in Row (9)  7.0%3
12.	Type of reporting person (see instructions) OO

1 Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.

2 Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.

3 This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 53630X104  Page 8 of 16

1.	Name of Reporting Persons Hove, Anders
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x1         (b)  ¨
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 1,269,9212
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,269,9212
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,269,9212
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9) 7.0%3
12.	Type of Reporting Person (See Instructions) IN

1 Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.

2 Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.

3 This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 53630X104  Page 9 of 16

1.	Name of Reporting Persons Koh, Bong
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x1         (b)  ¨
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 1,269,9212
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,269,9212
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,269,9212
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9) 7.0%3
12.	Type of Reporting Person (See Instructions) IN

1 Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, VHCP Management, LLC, VHCP Management II, LLC, Bong Koh and Anders Hove are members of a group for the purposes of this Schedule 13G/A.

2 Consists of 718,490 shares owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares owned by VHCP Co-Investment Holdings, LLC, 298,846 shares owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares owned by VHCP Co-Investment Holdings II, LLC.

3 This percentage is calculated based upon 18,253,456 shares of the Issuer’s common stock outstanding as of November 11, 2015, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 53630X104  Page 10 of 16

Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP LP”), VHCP Co-Investment Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment”), Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), VHCP Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II” and collectively with VHCP LP, VHCP II LP, VHCP Co-Investment II, VHCP Management and VHCP Co-Investment, the “Venrock Entities”), Anders Hove (“Hove”) and Bong Koh (“Koh”) in respect of Common Stock of Lipocine Inc.

Item 1.

(a) Name of Issuer

Lipocine Inc.

(b) Address of Issuer’s Principal Executive Offices

675 Arapeen Drive

Suite 202

Salt Lake City, Utah 84108

Item 2.

(a) Name of Person Filing

Venrock Healthcare Capital Partners, L.P.

VHCP Co-Investment Holdings, LLC

Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

VHCP Management, LLC

VHCP Management II, LLC

Anders Hove

Bong Koh

(b) Address of Principal Business Office or, if none, Residence

New York Office:	Palo Alto Office:	Boston Office:
530 Fifth Avenue	3340 Hillview Avenue	470 Atlantic Avenue
22nd Floor	Palo Alto, CA 94304	4th Floor
New York, NY 10036		Boston, MA 02210

(c) Citizenship

All entities were organized in Delaware. The individuals are both United States citizens.

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

53630X104

CUSIP No. 53630X104  Page 11 of 16

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

Item 4. Ownership

(a) Amount Beneficially Owned as of December 31, 2015:

Venrock Healthcare Capital Partners, L.P.	1,269,921	(1)
VHCP Co-Investment Holdings, LLC	1,269,921	(1)
Venrock Healthcare Capital Partners II, L.P.	1,269,921	(1)
VHCP Co-Investment Holdings II, LLC	1,269,921	(1)
VHCP Management, LLC	1,269,921	(1)
VHCP Management II, LLC	1,269,921	(1)
Anders Hove	1,269,921	(1)
Bong Koh	1,269,921	(1)

(b) Percent of Class as of December 31, 2015:

Venrock Healthcare Capital Partners, L.P.	7.0	%
VHCP Co-Investment Holdings, LLC	7.0	%
Venrock Healthcare Capital Partners II, L.P.	7.0	%
VHCP Co-Investment Holdings II, LLC	7.0	%
VHCP Management, LLC	7.0	%
VHCP Management II, LLC	7.0	%
Anders Hove	7.0	%
Bong Koh	7.0	%

(c) Number of shares as to which the person has, as of December 31, 2015:

(i) Sole power to vote or to direct the vote

Venrock Healthcare Capital Partners, L.P.	0
VHCP Co-Investment Holdings, LLC	0
Venrock Healthcare Capital Partners II, L.P.	0
VHCP Co-Investment Holdings II, LLC	0
VHCP Management, LLC	0
VHCP Management II, LLC	0
Anders Hove	0
Bong Koh	0

CUSIP No. 53630X104  Page 12 of 16

(ii) Shared power to vote or to direct the vote

Venrock Healthcare Capital Partners, L.P.	1,269,921	(1)
VHCP Co-Investment Holdings, LLC	1,269,921	(1)
Venrock Healthcare Capital Partners II, L.P.	1,269,921	(1)
VHCP Co-Investment Holdings II, LLC	1,269,921	(1)
VHCP Management, LLC	1,269,921	(1)
VHCP Management II, LLC	1,269,921	(1)
Anders Hove	1,269,921	(1)
Bong Koh	1,269,921	(1)

(iii) Sole power to dispose or to direct the disposition of

Venrock Healthcare Capital Partners, L.P.	0
VHCP Co-Investment Holdings, LLC	0
Venrock Healthcare Capital Partners II, L.P.	0
VHCP Co-Investment Holdings II, LLC	0
VHCP Management, LLC	0
VHCP Management II, LLC	0
Anders Hove	0
Bong Koh	0

(iv) Shared power to dispose or to direct the disposition of

Venrock Healthcare Capital Partners, L.P.	1,269,921	(1)
VHCP Co-Investment Holdings, LLC	1,269,921	(1)
Venrock Healthcare Capital Partners II, L.P.	1,269,921	(1)
VHCP Co-Investment Holdings II, LLC	1,269,921	(1)
VHCP Management, LLC	1,269,921	(1)
VHCP Management II, LLC	1,269,921	(1)
Anders Hove	1,269,921	(1)
Bong Koh	1,269,921	(1)

(1) These shares are owned directly as follows: 718,490 shares are owned by Venrock Healthcare Capital Partners, L.P., 131,431 shares are owned by VHCP Co-Investment Holdings, LLC, 298,846 shares are owned by Venrock Healthcare Capital Partners II, L.P. and 121,154 shares are owned by VHCP Co-Investment Holdings II, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP Co-Investment Holdings, LLC. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. Messrs. Hove and Koh are the managing members of VHCP Management, LLC and VHCP Management II, LLC.

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 person has 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

CUSIP No. 53630X104  Page 13 of 16

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 a Group

Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

CUSIP No. 53630X104  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 16, 2016

Venrock Healthcare Capital Partners, L.P.			VHCP Co-Investment Holdings, LLC
By:	VHCP Management, LLC,		By:	VHCP Management, LLC,
	its General Partner			its Manager
By:	/s/ David L. Stepp		By:	/s/ David L. Stepp
	Name:	David L. Stepp		Name:	David L. Stepp
	Title:	Authorized Signatory		Title:	Authorized Signatory
VHCP Management, LLC
By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory
/s/ David L. Stepp, as attorney-in-fact
Anders Hove
/s/ David L. Stepp, as attorney-in-fact
Bong Koh

Venrock Healthcare Capital Partners II, L.P.			VHCP Co-Investment Holdings II, LLC
By:	VHCP Management II, LLC,		By:	VHCP Management II, LLC,
	its General Partner			its Manager
By:	/s/ David L. Stepp		By:	/s/ David L. Stepp
	Name:	David L. Stepp		Name:	David L. Stepp
	Title:	Authorized Signatory		Title:	Authorized Signatory

CUSIP No. 53630X104  Page 15 of 16

VHCP Management II, LLC
By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

CUSIP No. 53630X104  Page 16 of 16

EXHIBITS

A: Joint Filing Agreement (Incorporated by reference from Exhibit A to Schedule 13G filed on February 13, 2015)

B: Power of Attorney for Anders Hove (Incorporated by reference from Exhibit B to Schedule 13G filed on February 13, 2015)

C: Power of Attorney for Bong Koh (Incorporated by reference from Exhibit C to Schedule 13G filed on February 13, 2015)