Versant Venture Capital VII SC 13D/A CHINOOK THERAPEUTICS / Versant Venture Capital VII ownership change

Versant Venture Capital VII SC 13D/ACHINOOK THERAPEUTICS / Versant Venture Capital VII ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No. 6)*

Chinook Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

16961L 106

(CUSIP Number)

Versant Venture Capital VII, L.P.

Max Eisenberg

One Sansome Street, Suite 3630

San Francisco, CA 94104

415-801-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

*	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 disclosures provided in a prior cover page.

The information required on 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.


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Venture Capital VII, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

These shares are held by Versant VII (as defined in Item 2(a) of the Original Schedule 13D). Versant Ventures VII GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Ventures VII GP (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Versant VII. Each of Versant Ventures VII GP-GP and Versant Ventures VII GP may be deemed to share voting and dispositive power with respect to the shares held by Versant VII.

(2)

The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Issuer’s annual report on Form 10-K for the year ended December 31, 2022, filed with the United States Securities and Exchange Commission (the “Commission”) on February 27, 2023 (the “Form 10-K”).


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Ventures VII GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

These shares are held by Versant VII. Versant Ventures VII GP-GP is the general partner of Versant Ventures VII GP, which is the general partner of Versant VII. Each of Versant Ventures VII GP-GP and Versant Ventures VII GP may be deemed to share voting and dispositive power with respect to the shares held by Versant VII.

(2)	The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Form 10-K.


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Ventures VII GP-GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Form 10-K.


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Voyageurs I Parallel, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Ontario, Canada

(1)

These shares are held by Versant I Parallel (as defined in Item 2(a) of the Original Schedule 13D). Versant Ventures VI GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Ventures VI GP (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Versant Voyageurs I GP LP (as defined in Item 2(a) of the Original Schedule 13D). Versant Voyageurs I GP LP is the general partner of Versant I Parallel. Each of Versant Voyageurs I GP LP, Versant Ventures VI GP and Versant Ventures VI GP-GP may be deemed to share voting and dispositive power with respect to the shares held by Versant I Parallel.

(2)	The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Form 10-K.


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Voyageurs I GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

These shares are held by Versant I Parallel. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant Voyageurs I GP LP. Versant Voyageurs I GP LP is the general partner of Versant I Parallel. Each of Versant Voyageurs I GP LP, Versant Ventures VI GP and Versant Ventures VI GP-GP may be deemed to share voting and dispositive power with respect to the shares held by Versant I Parallel.

(2)	The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Form 10-K.


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Ventures VI GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Form 10-K.


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Ventures VI GP-GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Form 10-K.


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Voyageurs I, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Ontario, Canada

(1)

These shares are held by Versant Voyageurs I (as defined in Item 2(a) of the Original Schedule 13D). Versant Voyageurs I GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Voyageurs I and may be deemed to share voting and dispositive power with respect to the shares held by Versant Voyageurs I.

(2)	The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Form 10-K.


CUSIP No. 16961L 106		13D


1.		Name of Reporting Persons Versant Voyageurs I GP Company
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Nova Scotia, Canada

(1)	These shares are held by Versant Voyageurs I. Versant Voyageurs I GP is the general partner of Versant Voyageurs I and may be deemed to have voting and dispositive power with respect to the shares held by Versant Voyageurs I.

(2)	The percentages used herein are calculated based upon 65,846,156 shares of the Issuer’s common stock issued and outstanding as of February 17, 2023, as reported in the Form 10-K.


CUSIP No. 16961L 106		13D

Explanatory Note:

This Amendment No. 6 (this “Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on October 15, 2020, as amended by Amendment No. 1 filed with the Commission on September 7, 2021, Amendment No. 2 filed with the Commission on January 13, 2022, Amendment No. 3 filed with the Commission on April 13, 2022, Amendment No. 4 filed with the Commission on August 22, 2022, and Amendment No. 5 filed with the Commission on December 28, 2022 (collectively the “Original Schedule 13D”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.

Item 5. Interest in Securities of the Issuer

Solely on behalf of, and only to the extent that it relates to the Reporting Persons, Item 5 of the Original Schedule 13D is hereby amended as follows:

(a) and (b) See Items 7-11 of the cover pages of this Amendment.

(c) On March 1, 2023, Voyageurs I sold 123,249 shares of Common Stock at a weighted average price per share of $22.75 for aggregate proceeds of approximately $2,803,914.75.

On March 1, 2023, Versant I Parallel sold 36,751 shares of Common Stock at a weighted average price per share of $22.75 for aggregate proceeds of approximately $836,085.25.

On March 1, 2023, Versant VII sold 240,000 shares of Common Stock at a weighted average price per share of $22.75 for aggregate proceeds of approximately $5,460,000.00.

(e) The Reporting Persons ceased to be, in the aggregate, the beneficial owners of more than five percent of the Issuer’s Common Stock on March 1, 2023.

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.


March 10, 2023

Versant Venture Capital VII, L.P.
By:		Versant Ventures VII GP, L.P.
Its:		General Partner
By:		Versant Ventures VII GP-GP, LLC
Its:		General Partner

By:		/s/ Max Eisenberg, Chief Operating Officer

Versant Ventures VII GP, L.P.
By:		Versant Ventures VII GP-GP, LLC
Its:		General Partner

By:		/s/ Max Eisenberg, Chief Operating Officer

Versant Ventures VII GP-GP, LLC

By:		/s/ Max Eisenberg, Chief Operating Officer

Versant Voyageurs I Parallel, L.P.
By:		Versant Voyageurs I GP, L.P.
Its:		General Partner
By:		Versant Ventures VI GP, L.P.
Its:		General Partner
By:		Versant Ventures VI GP-GP, LLC
Its:		General Partner

By:		/s/ Max Eisenberg, Chief Operating Officer

Versant Ventures VI GP, L.P.
By:		Versant Ventures VI GP-GP, LLC
Its:		General Partner

By:		/s/ Max Eisenberg, Chief Operating Officer

Versant Ventures VI GP-GP, LLC

By:		/s/ Max Eisenberg, Chief Operating Officer


Versant Voyageurs I GP, L.P.

By:		Versant Ventures VI GP, L.P.
Its:		General Partner
By:		Versant Ventures VI GP-GP, LLC
Its:		General Partner

By:		/s/ Max Eisenberg, Chief Operating Officer

Versant Voyageurs I, L.P.
By:		Versant Voyageurs I GP Company
Its:		General Partner

By:		/s/ Max Eisenberg, Chief Operating Officer

Versant Voyageurs I GP Company

By:		/s/ Max Eisenberg, Chief Operating Officer

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

2,105,107 shares of common stock (1)

Shared Voting Power

0

Sole Dispositive Power

2,105,107 shares of common stock (1)

Shared Dispositive Power

0