UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13G
(Amendment No. )*
Egalet Corporation |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
28226B104 |
(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) | |
☑ | 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. 28226B104 | 13G | Page 2 of 17 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Index Venture Associates III Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
1,596,258 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
1,596,258 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,596,258 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
6.37% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
CUSIP No. 28226B104 | 13G | Page 3 of 17 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Index Ventures III (Delaware) L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
867,096 | |||||
6 | SHARED VOTING POWER | ||||
181,256 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
867,096 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
181,256 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,048,352 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.18% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
CUSIP No. 28226B104 | 13G | Page 4 of 17 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Index Ventures III (Jersey) L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
426,848 | |||||
6 | SHARED VOTING POWER | ||||
89,227 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
426,848 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
89,227 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
516,075 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
2.05% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
CUSIP No. 28226B104 | 13G | Page 5 of 17 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
15,443 | |||||
6 | SHARED VOTING POWER | ||||
3,229 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
15,443 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
3,229 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
18,672 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.07% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
CUSIP No. 28226B104 | 13G | Page 6 of 17 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Yucca (Jersey) SLP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
25,8891 | |||||
6 | SHARED VOTING POWER | ||||
2,603 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
25,891 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
2,603 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
28,494 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.11% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
CUSIP No. 28226B104 | 13G | Page 7 of 17 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Index Venture Life Associates VI Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
1,022,368 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
1,022,368 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,022,368 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.08% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
CUSIP No. 28226B104 | 13G | Page 8 of 17 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Index Ventures Life VI (Jersey) L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
1,007,033 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
1,007,033 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,007,033 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.02% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
CUSIP No. 28226B104 | 13G | Page 9 of 17 Pages |
Item 1(a). | Name of Issuer: | |
Egalet Corporation | ||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
460 East Swedesford Road, Suite 1050 | ||
Wayne, Pennsylvania 19087 | ||
Item 2(a). | Name of Persons Filing: | |
(i) | Index Venture Associates III Limited | |
(ii) | Index Ventures III (Delaware) L.P. | |
(iii) | Index Ventures III (Jersey) L.P. | |
(iv) | Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. | |
(v) | Yucca (Jersey) SLP | |
(vi) | Index Venture Life Associates VI Limited | |
(vii) | Index Ventures Life VI (Jersey) L.P. |
Item 2(b). | Address of Principal Business Office: | |
(i) | No. 1 Seaton Place, St. Helier, JE4 8YJ | |
(ii) | No. 1 Seaton Place, St. Helier, JE4 8YJ | |
(iii) | No. 1 Seaton Place, St. Helier, JE4 8YJ | |
(iv) | No. 1 Seaton Place, St. Helier, JE4 8YJ | |
(v) | 44 Esplanade, St. Helier JE4 9WG | |
(vi) | 44 Esplanade, St. Helier JE4 9WG | |
(vii) | 44 Esplanade, St. Helier JE4 9WG | |
Item 2(c). | Citizenship: | |
(i) | Jersey | |
(ii) | Jersey | |
(iii) | Jersey | |
(iv) | Jersey | |
(v) | Jersey | |
(vi) | Jersey | |
(vii) | Jersey | |
Item 2(d). | Title of Class of Securities: | |
Common Stock, par value $0.001 per share | ||
Item 2(e). | CUSIP Number: | |
28226B104 | ||
CUSIP No. 28226B104 | 13G | Page 10 of 17 Pages |
Item 3. | If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
[ ] | Broker or dealer registered under Section 15 of the Act; | ||
[ ] | Bank as defined in Section 3(a)(6) of the Act; | ||
[ ] | Insurance company as defined in Section 3(a)(19) of the Act; | ||
[ ] | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
[ ] | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). | ||
[ ] | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). | ||
[ ] | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). | ||
[ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
[ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||
[ ] | A non-U.S. institution in accordance with Section 240.240.13d-1(b)(1)(ii)(J); | ||
[ ] | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
CUSIP No. 28226B104 | 13G | Page 11 of 17 Pages |
Item 4. | Ownership. | ||
The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover pages to this Schedule 13G. Ownership is stated as of 31 December 2015 and the ownership percentages are based upon 25,059,747 outstanding shares of common stock of the Issuer ("Common Stock") as of the same date.
Index Ventures III (Delaware) L.P. ("Delaware") is the record owner of 867,096 shares of Common Stock. In addition, Delaware owns a 14.03% ownership interest in Egalet A/S which is a holder of shares of Common Stock resulting in the ownership by Delaware of an additional 181,256 shares of Common Stock.
Index Ventures III (Jersey) L.P. ("Jersey") is the record owner of 426,848 shares of Common Stock. In addition, Jersey owns a 6.90% ownership interest in Egalet A/S which is a holder of shares of Common Stock resulting in the ownership by Jersey of an additional 89,227 shares of Common Stock.
Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. ("Index PEF", and collectively with Delaware and Jersey, the "Index III Funds") is the record owner of 15,443 shares of Common Stock. In addition, Index PEF owns a 0.25% ownership interest in Egalet A/S which is a holder of shares of Common Stock resulting in the ownership by Index PEF of an additional 3,229 shares of Common Stock.
As the general partner of the Index III Funds, Index Venture Associates III Limited ("Index Associates III") may be deemed to have shared dispositive power and shared voting power over the shares owned by the Index III Funds.
Index Ventures Life VI (Jersey) L.P. ("Index Life VI") is the record owner of 1,007,033 shares of Common Stock. As the general partner of Index Life VI, Index Venture Life Associates VI Limited ("Index Associates VI") may be deemed to have shared dispositive power and shared voting power over the shares owned by Index VI.
Yucca (Jersey) SLP ("Yucca") is the record owner of 25,891 shares of Common Stock. In addition, Yucca owns a 0.20% ownership interest in Egalet A/S which is a holder of shares of Common Stock resulting in the ownership by Yucca of an additional 2,603 shares of Common Stock. Yucca is a co-investment vehicle that is contractually required to mirror the investments of the Index III Funds and Index Life VI. As a result, Index Associates III and Index Associates VI may be deemed to share the right to direct the voting and dispositive control over the shares held by Yucca which track the investments of the Index III Funds and Index Life VI, respectively, by virtue of their shared dispositive power over and shared voting power over the shares owned by the Index III Funds and Index Life VI, respectively.
CUSIP No. 28226B104 | 13G | Page 12 of 17 Pages |
Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable. | |
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. |
See Exhibit 2. | |
Item 9. | Notice of Dissolution of Group. |
Not applicable. | |
Item 10. | Certifications. |
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. 28226B104 | 13G | Page 13 of 17 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: 11/2/2016 | |||
INDEX VENTURE ASSOCIATES III LIMITED | |||
By: | /s/ Nigel Greenwood | ||
Name: | Nigel Greenwood | ||
Title: | Director | ||
INDEX VENTURES III (DELAWARE) L.P. | |||
By: Index Venture Associates III Limited, its | |||
general partner | |||
By: | /s/ Nigel Greenwood | ||
Name: | Nigel Greenwood | ||
Title: | Director | ||
Date: | 11/2/2016 | ||
INDEX VENTURES III (JERSEY) L.P. | |||
By: Index Venture Associates III Limited, its | |||
general partner | |||
By: | /s/ Nigel Greenwood | ||
Name: | Nigel Greenwood | ||
Title: | Director | ||
Date: | 11/2/2016 | ||
INDEX VENTURES III PARALLEL | |||
ENTREPRENEUR FUND (JERSEY) L.P. | |||
By: Index Venture Associates III Limited, its | |||
general partner | |||
By: | /s/ Nigel Greenwood | ||
Name: | Nigel Greenwood | ||
Title: | Director | ||
Date: | 11/2/2016 | ||
CUSIP No. 28226B104 | 13G | Page 14 of 17 Pages |
YUCCA (JERSEY) SLP | |||
By: Elian Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as an Administrator of the Index Co-Investment Scheme | |||
By: | /s/ Giles Johnstone-Scott | ||
Name: | Giles Johnstone-Scott | ||
Title: | Authorized Signatory | ||
By: | /s/ Charles Le Cornu | ||
Name: | Charles Le Cornu | ||
Title: | Authorized Signatory | ||
INDEX VENTURE LIFE ASSOCIATES VI | |||
LIMITED | |||
By: | /s/ Sinead Meehan | ||
Name: | Sinead Meehan | ||
Title: | Director | ||
INDEX VENTURES LIFE VI (JERSEY) L.P. | |||
By: | /s/ Sinead Meehan | ||
Name: | Sinead Meehan | ||
Title: | Director | ||
CUSIP No. 28226B104 | 13G | Page 15 of 17 Pages |
Exhibit 1
AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Date: 11/2/2016 | |||
INDEX VENTURE ASSOCIATES III LIMITED | |||
By: | /s/ Nigel Greenwood | ||
Name: | Nigel Greenwood | ||
Title: | Director | ||
INDEX VENTURES III (DELAWARE) L.P. | |||
By: Index Venture Associates III Limited, its | |||
general partner | |||
By: | /s/ Nigel Greenwood | ||
Name: | Nigel Greenwood | ||
Title: | Director | ||
Date: | 11/2/2016 | ||
INDEX VENTURES III (JERSEY) L.P. | |||
By: Index Venture Associates III Limited, its | |||
general partner | |||
By: | /s/ Nigel Greenwood | ||
Name: | Nigel Greenwood | ||
Title: | Director | ||
Date: | 11/2/2016 | ||
INDEX VENTURES III PARALLEL | |||
ENTREPRENEUR FUND (JERSEY) L.P. | |||
By: Index Venture Associates III Limited, its | |||
general partner | |||
By: | /s/ Nigel Greenwood | ||
Name: | Nigel Greenwood | ||
Title: | Director | ||
Date: | 11/2/2016 | ||
CUSIP No. 28226B104 | 13G | Page 16 of 17 Pages |
YUCCA (JERSEY) SLP | |||
By: Elian Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as an Administrator of the Index Co-Investment Scheme | |||
By: | /s/ Giles Johnstone-Scott | ||
Name: | Giles Johnstone-Scott | ||
Title: | Authorized Signatory | ||
By: | /s/ Charles Le Cornu | ||
Name: | Charles Le Cornu | ||
Title: | Authorized Signatory | ||
INDEX VENTURE LIFE ASSOCIATES VI | |||
LIMITED | |||
By: | /s/ Sinead Meehan | ||
Name: | Sinead Meehan | ||
Title: | Director | ||
INDEX VENTURES LIFE VI (JERSEY) L.P. | |||
By: | /s/ Sinead Meehan | ||
Name: | Sinead Meehan | ||
Title: | Director | ||
CUSIP No. 28226B104 | 13G | Page 17 of 17 Pages |
Exhibit 2
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THIS GROUP
Index Ventures III (Jersey) L.P. ("Index Ventures III"), Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. ("Index Ventures III Parallel"), Yucca Jersey SLP ("Yucca"), Index Ventures III (Delaware) L.P. ("Index III Delaware"), Index Ventures Life VI (Jersey) L.P. ("Index Ventures Life VI") and Index Ventures Life Associates VI Limited ("Index Life VI") are filing this statement on Schedule 13G as a group.
Index Ventures III is a Jersey (Channel Islands) partnership. Its managing general partner is Index Venture Associates III Limited.
Index Ventures III Parallel is a Jersey (Channel Islands) partnership. Its managing general partner is Index Venture Associates III Limited.
Yucca is a Jersey (Channel Islands) separate limited partnership. Its corporate general partner is an affiliate of Index Venture Associates III Limited.
Index Ventures III Delaware is a Delaware partnership. Its managing general partner is Index Venture Associates III Limited.
Index Ventures Life VI is a Jersey (Channel Islands) partnership. Its managing general partner is Index Life VI.