Item 1(a). | Name of Issuer: |
Blueprint Medicines Corporation, a Delaware corporation (the “Issuer”).
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
215 First Street
Cambridge, Massachusetts 02142
Item 2(a). | Name of Person Filing |
Item 2(b). | Address of Principal Business Office or, if None, Residence |
Biotechnology Value Fund, L.P. (“BVF”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Investment 10, L.L.C. (“ILL10”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Illinois
MSI BVF SPV, LLC (“MSI”)
c/o Magnitude Capital, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2(d). | Title of Class of Securities: |
Common stock, $0.001 par value (the “Common Stock”)
09627Y109
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | / / | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | / / | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| (a) | Amount beneficially owned: |
| | As of the close of business on May 8, 2015 (i) BVF beneficially owned 870,111 shares of Common Stock, (ii) BVF2 beneficially owned 486,809 shares of Common Stock, (iii) ILL10 beneficially owned 215,872 shares of Common Stock, and (iv) MSI beneficially owned 122,616 shares of Common Stock. |
| Partners, as the general partner of BVF and BVF2 and the investment adviser of ILL10 and MSI may be deemed to beneficially own 1,695,408 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, ILL10 and MSI. |
| BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,695,408 shares of Common Stock beneficially owned by Partners. |
| Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,695,408 shares of Common Stock beneficially owned by BVF Inc. |
| The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, ILL10 and MSI and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. |
| The following percentages are based on 25,831,965 shares of Common Stock outstanding, as disclosed in the Issuer’s Prospectus filed on Form 424B4 with the Securities and Exchange Commission on April 30, 2015. |
| As of the close of business on May 8, 2015, (i) BVF beneficially owned approximately 3.4% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 1.9% of the outstanding shares of Common Stock, (iii) ILL10 beneficially owned less than 1% of the outstanding shares of Common Stock, (iv) MSI beneficially owned less than 1% of the outstanding shares of Common Stock and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 6.6% of the outstanding shares of Common Stock. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
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.
Item 7. | Identification and Classification of the Subsidiary That 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 99.1.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below each of the undersigned certifies that, to the best of its 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.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 8, 2015
BIOTECHNOLOGY VALUE FUND, L.P. | | INVESTMENT 10, L.L.C. |
| | | | |
By: | BVF Partners L.P., its general partner | | By: | BVF Partners L.P., its investment adviser |
By: | BVF Inc., its general partner | | By: | BVF Inc., its general partner |
| | | | |
By: | | | By: | |
| Mark N. Lampert | | | Mark N. Lampert |
| President | | | President |
| | | | |
| | | | |
BIOTECHNOLOGY VALUE FUND II, L.P. | | MSI BVF SPV, LLC |
| | | | |
By: | BVF Partners L.P., its general partner | | By: | BVF Partners L.P., its investment adviser |
By: | BVF Inc., its general partner | | By: | BVF Inc., its general partner |
| | | | |
By: | | | By: | |
| Mark N. Lampert | | | Mark N. Lampert |
| President | | | President |
| | | | |
| | | BVF INC. |
| | | | |
BVF PARTNERS L.P. | | By: | /s/ Mark N. Lampert |
| | | | Mark N. Lampert |
By: | BVF Inc., its general partner | | | President |
| | | | |
By: | | | | |
| Mark N. Lampert | | | |
| President | | | MARK N. LAMPERT |