Amended Statement of Beneficial Ownership (sc 13d/a)
14 January 2022 - 8:31AM
Edgar (US Regulatory)
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. 2)*
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.
Robin L. Praeger
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)
January 3, 2022
(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. ☐
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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.
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1.
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Name of Reporting Persons
Versant Venture Capital VII, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
3,623,023 shares of common stock (1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
3,623,023 shares of common stock (1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,623,023 shares of common stock (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row 11
6.7% (2)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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These shares are held by Versant VII (as defined in Item 2(a) below). Versant Ventures VII GP-GP (as defined in Item 2(a) below) is the general partner of Versant Ventures VII GP (as defined in Item 2(a) below), 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.
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(2)
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The percentages used herein are calculated based upon 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Issuers prospectus filed pursuant to Rule 424(b)(5) filed with the United States
Securities and Exchange Commission on November 10, 2021 (the Prospectus).
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1.
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Name of Reporting Persons
Versant Ventures VII GP, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,623,023 shares of common stock (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,623,023 shares of common stock
(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,623,023 shares of common stock (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row 11
6.7% (2)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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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.
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(2)
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The percentages used herein are calculated based upon 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Prospectus.
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1.
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Name of Reporting Persons
Versant Ventures VII GP-GP, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,623,023 shares of common stock (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,623,023 shares of common stock
(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,623,023 shares of common stock (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row 11
6.7% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1)
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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.
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(2)
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The percentages used herein are calculated based upon 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Prospectus.
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1.
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Name of Reporting Persons
Versant Voyageurs I Parallel, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Ontario,
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
552,149 shares of common stock (1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
552,149 shares of common stock (1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
552,149 shares of common stock (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row 11
1.0% (2)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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These shares are held by Versant I Parallel (as defined in Item 2(a) below). Versant Ventures VI GP-GP (as defined in Item 2(a) below) is the general partner of Versant Ventures VI GP (as defined in Item 2(a) below), which is the general partner of Versant Voyageurs I GP LP (as defined in Item 2(a) below).
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.
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(2)
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The percentages used herein are calculated based upon 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Prospectus.
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1.
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Name of Reporting Persons
Versant Voyageurs I GP, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions)
AF
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5.
|
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
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Sole Voting Power
0
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8.
|
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Shared Voting Power
552,149 shares of common stock (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
552,149 shares of common stock
(1)
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11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
552,149 shares of common stock (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row 11
1.0% (2)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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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.
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(2)
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The percentages used herein are calculated based upon 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Prospectus.
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1.
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Name of Reporting Persons
Versant Ventures VI GP, L.P.
|
2.
|
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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.
|
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Citizenship or Place of
Organization
Delaware
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|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
552,149 shares of common stock (1)
|
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9.
|
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Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
552,149 shares of common stock
(1)
|
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|
|
|
|
|
|
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
552,149 shares of common stock (1)
|
12.
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
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Percent of Class
Represented by Amount in Row 11
1.0% (2)
|
14.
|
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Type of Reporting Person
(See Instructions)
PN
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(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.
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(2)
|
The percentages used herein are calculated based upon 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Prospectus.
|
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|
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1.
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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.
|
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Citizenship or Place of
Organization
Delaware
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
552,149 shares of common stock (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
552,149 shares of common stock
(1)
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
552,149 shares of common stock (1)
|
12.
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class
Represented by Amount in Row 11
1.0% (2)
|
14.
|
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Type of Reporting Person
(See Instructions)
OO
|
(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 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Prospectus.
|
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1.
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Name of Reporting Persons
Versant Voyageurs I, L.P.
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2.
|
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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.
|
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Citizenship or Place of
Organization
Ontario,
Canada
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
1,863,197 shares of common stock (1)
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
1,863,197 shares of common stock (1)
|
|
10.
|
|
Shared Dispositive Power
0
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,863,197 shares of common stock (1)
|
12.
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class
Represented by Amount in Row 11
3.4% (1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
PN
|
(1)
|
These shares are held by Versant Voyageurs I (as defined in Item 2(a) below). Versant Voyageurs I GP (as
defined in Item 2(a) below) 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 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Prospectus.
|
|
|
|
|
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|
1.
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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
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
1,863,197 shares of common stock (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,863,197 shares of common stock
(1)
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,863,197 shares of common stock (1)
|
12.
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class
Represented by Amount in Row 11
3.4% (1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
OO
|
(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 54,368,577 shares of the Issuers common stock
issued and outstanding after the Issuers public offering, including the underwriters exercise of its over-allotment option, as reported in the Prospectus.
|
Explanatory Note:
This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on
October 15, 2020 and amended by Amendment No. 1 filed with the Commission on September 7, 2021 (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 January 3, 2022, Versant VII sold 600,000 shares of Common Stock at a weighted average price per share of $16.0002 for aggregate proceeds of
approximately $9,600,120.00.
On January 3, 2022, Versant Voyageurs I sold 308,000 shares of Common Stock at a weighted average price per share of
$16.0002 for aggregate proceeds of approximately $4,928,061.60.
On January 3, 2022, Versant I Parallel sold 92,000 shares of Common Stock at a
weighted average price per share of $16.0002 for aggregate proceeds of approximately $1,472,018.40.
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.
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January 13, 2022
|
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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/ Robin L. Praeger, Managing Director
|
|
Versant Ventures VII GP, L.P.
|
By:
|
|
Versant Ventures VII GP-GP, LLC
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ Robin L. Praeger, Managing Director
|
|
Versant Ventures VII GP-GP, LLC
|
|
|
By:
|
|
/s/ Robin L. Praeger, Managing Director
|
|
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
|
|
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By:
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/s/ Robin L. Praeger, Managing Director
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Versant Ventures VI GP, L.P.
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By:
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Versant Ventures VI GP-GP, LLC
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Its:
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General Partner
|
|
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By:
|
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/s/ Robin L. Praeger, Managing Director
|
|
Versant Ventures VI GP-GP, LLC
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|
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By:
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/s/ Robin L. Praeger, Managing Director
|
|
Versant Voyageurs I GP, L.P.
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By:
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Versant Ventures VI GP, L.P.
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Its:
|
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General Partner
|
By:
|
|
Versant Ventures VI GP-GP, LLC
|
Its:
|
|
General Partner
|
|
/s/ Robin L. Praeger, Managing
Director
|
|
|
|
Versant Voyageurs I, L.P.
|
By:
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|
Versant Voyageurs I GP Company
|
Its:
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General Partner
|
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/s/ Robin L. Praeger, President
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Versant Voyageurs I GP Company
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/s/ Robin L. Praeger, President
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Aduro Biotech (NASDAQ:ADRO)
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Aduro Biotech (NASDAQ:ADRO)
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From May 2023 to May 2024