Statement of Ownership (sc 13g)
15 February 2014 - 8:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
U
NDER
T
HE
S
ECURITIES
E
XCHANGE
A
CT
OF
1934
(Amendment No. )*
RECEPTOS,
INC.
(Name of Issuer)
COMMON STOCK
(Title of
Class of Securities)
756207106
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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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 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).
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CUSIP No. 756207106
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Page 2 of 13
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1.
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Name of
Reporting Persons
Venrock Partners V, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
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3.
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SEC USE ONLY
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4.
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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,332,761
2
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,332,761
2
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,761
2
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount
in Row (9)
7.3%
3
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12.
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Type of Reporting Person (See
Instructions)
PN
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1
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Venrock Partners V, L.P., Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P., Venrock Partners Management V, LLC (the general partner of Venrock Partners V, L.P.), Venrock Management V, LLC (the general
partner of Venrock Associates V, L.P.) and VEF Management V, LLC (the general partner of Venrock Entrepreneurs Fund V, L.P.) are members of a group for purposes of this Schedule 13G.
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2
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Consists of 101,955 shares of common stock owned by Venrock Partners V, L.P., 1,202,553 shares of common stock owned by Venrock Associates V, L.P., and 28,253 shares of common stock owned by Venrock Entrepreneurs Fund
V, L.P.
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3
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This percentage is calculated based upon 18,349,602 shares of the Issuers common stock outstanding as of December 31, 2013, as set forth in the Issuers prospectus filed pursuant to Rule 424(b)(4), filed
with the Securities and Exchange Commission on January 9, 2014.
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CUSIP No. 756207106
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Page 3 of 13
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1.
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Name of
Reporting Persons
Venrock Associates V, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
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3.
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SEC USE ONLY
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4.
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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,332,761
2
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,332,761
2
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,761
2
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount
in Row (9)
7.3%
3
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12.
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Type of Reporting Person (See
Instructions)
PN
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1
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Venrock Partners V, L.P., Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P., Venrock Partners Management V, LLC (the general partner of Venrock Partners V, L.P.), Venrock Management V, LLC (the general
partner of Venrock Associates V, L.P.) and VEF Management V, LLC (the general partner of Venrock Entrepreneurs Fund V, L.P.) are members of a group for purposes of this Schedule 13G.
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2
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Consists of 101,955 shares of common stock owned by Venrock Partners V, L.P., 1,202,553 shares of common stock owned by Venrock Associates V, L.P., and 28,253 shares of common stock owned by Venrock Entrepreneurs Fund
V, L.P.
|
3
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This percentage is calculated based upon 18,349,602 shares of the Issuers common stock outstanding as of December 31, 2013, as set forth in the Issuers prospectus filed pursuant to Rule 424(b)(4), filed
with the Securities and Exchange Commission on January 9, 2014.
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CUSIP No. 756207106
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Page 4 of 13
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1.
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Name of
Reporting Persons
Venrock Entrepreneurs Fund V, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
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5.
|
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Sole Voting Power
0
|
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6.
|
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Shared Voting Power
1,332,761
2
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7.
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Sole Dispositive Power
0
|
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8.
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Shared Dispositive Power
1,332,761
2
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,761
2
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount
in Row (9)
7.3%
3
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12.
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Type of Reporting Person (See
Instructions)
PN
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1
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Venrock Partners V, L.P., Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P., Venrock Partners Management V, LLC (the general partner of Venrock Partners V, L.P.), Venrock Management V, LLC (the general
partner of Venrock Associates V, L.P.) and VEF Management V, LLC (the general partner of Venrock Entrepreneurs Fund V, L.P.) are members of a group for purposes of this Schedule 13G.
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2
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Consists of 101,955 shares of common stock owned by Venrock Partners V, L.P., 1,202,553 shares of common stock owned by Venrock Associates V, L.P., and 28,253 shares of common stock owned by Venrock Entrepreneurs Fund
V, L.P.
|
3
|
This percentage is calculated based upon 18,349,602 shares of the Issuers common stock outstanding as of December 31, 2013, as set forth in the Issuers prospectus filed pursuant to Rule 424(b)(4), filed
with the Securities and Exchange Commission on January 9, 2014.
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CUSIP No. 756207106
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Page 5 of 13
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1.
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Name of
Reporting Persons
Venrock Partners Management V, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
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3.
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SEC USE ONLY
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4.
|
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Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
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5.
|
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Sole Voting Power
0
|
|
6.
|
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Shared Voting Power
1,332,761
2
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7.
|
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Sole Dispositive Power
0
|
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8.
|
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Shared Dispositive Power
1,332,761
2
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,761
2
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10.
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|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
|
11.
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Percent of Class Represented by Amount
in Row (9)
7.3%
3
|
12.
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Type of Reporting Person (See
Instructions)
OO
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1
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Venrock Partners V, L.P., Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P., Venrock Partners Management V, LLC (the general partner of Venrock Partners V, L.P.), Venrock Management V, LLC (the general
partner of Venrock Associates V, L.P.) and VEF Management V, LLC (the general partner of Venrock Entrepreneurs Fund V, L.P.) are members of a group for purposes of this Schedule 13G.
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2
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Consists of 101,955 shares of common stock owned by Venrock Partners V, L.P., 1,202,553 shares of common stock owned by Venrock Associates V, L.P., and 28,253 shares of common stock owned by Venrock Entrepreneurs Fund
V, L.P.
|
3
|
This percentage is calculated based upon 18,349,602 shares of the Issuers common stock outstanding as of December 31, 2013, as set forth in the Issuers prospectus filed pursuant to Rule 424(b)(4), filed
with the Securities and Exchange Commission on January 9, 2014.
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CUSIP No. 756207106
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Page 6 of 13
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1.
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Name of
Reporting Persons
Venrock Management V, LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
|
3.
|
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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
1,332,761
2
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
1,332,761
2
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,761
2
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
7.3%
3
|
12.
|
|
Type of Reporting Person (See
Instructions)
OO
|
1
|
Venrock Partners V, L.P., Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P., Venrock Partners Management V, LLC (the general partner of Venrock Partners V, L.P.), Venrock Management V, LLC (the general
partner of Venrock Associates V, L.P.) and VEF Management V, LLC (the general partner of Venrock Entrepreneurs Fund V, L.P.) are members of a group for purposes of this Schedule 13G.
|
2
|
Consists of 101,955 shares of common stock owned by Venrock Partners V, L.P., 1,202,553 shares of common stock owned by Venrock Associates V, L.P., and 28,253 shares of common stock owned by Venrock Entrepreneurs Fund
V, L.P.
|
3
|
This percentage is calculated based upon 18,349,602 shares of the Issuers common stock outstanding as of December 31, 2013, as set forth in the Issuers prospectus filed pursuant to Rule 424(b)(4), filed
with the Securities and Exchange Commission on January 9, 2014.
|
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CUSIP No. 756207106
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Page 7 of 13
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1.
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Name of
Reporting Persons
VEF Management V, LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
1
(b)
¨
|
3.
|
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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
1,332,761
2
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
1,332,761
2
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,761
2
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
7.3%
3
|
12.
|
|
Type of Reporting Person (See
Instructions)
OO
|
1
|
Venrock Partners V, L.P., Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P., Venrock Partners Management V, LLC (the general partner of Venrock Partners V, L.P.), Venrock Management V, LLC (the general
partner of Venrock Associates V, L.P.) and VEF Management V, LLC (the general partner of Venrock Entrepreneurs Fund V, L.P.) are members of a group for purposes of this Schedule 13G.
|
2
|
Consists of 101,955 shares of common stock owned by Venrock Partners V, L.P., 1,202,553 shares of common stock owned by Venrock Associates V, L.P., and 28,253 shares of common stock owned by Venrock Entrepreneurs Fund
V, L.P.
|
3
|
This percentage is calculated based upon 18,349,602 shares of the Issuers common stock outstanding as of December 31, 2013, as set forth in the Issuers prospectus filed pursuant to Rule 424(b)(4), filed
with the Securities and Exchange Commission on January 9, 2014.
|
Page
8
of 13
Introductory Note: This Statement on Schedule 13G is filed on behalf of Venrock Partners V,
L.P., a limited partnership organized under the laws of the State of Delaware (VP), Venrock Associates V, L.P., a limited partnership organized under the laws of the State of Delaware (Venrock V), Venrock Entrepreneurs Fund
V, L.P., a limited partnership organized under the laws of the State of Delaware (Entrepreneurs Fund), Venrock Partners Management V, LLC, a limited liability company organized under the laws of the State of Delaware (VP
Management), Venrock Management V, LLC, a limited liability company organized under the laws of the State of Delaware (Venrock Management) and VEF Management V, LLC, a limited liability company organized under the laws of the State
of Delaware (VEF Management and collectively with VP, Venrock V, Entrepreneurs Fund, VP Management and Venrock Management, the Venrock Entities) in respect of shares of common stock of Receptos, Inc.
Receptos, Inc.
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(b)
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Address of Issuers Principal Executive Offices
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10835 Road to the Cure
Suite 205
San Diego,
California 92121
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(a)
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Name of Person Filing
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Venrock Partners V, L.P.
Venrock Associates V, L.P.
Venrock Entrepreneurs Fund V, L.P.
Venrock Partners Management V, LLC
Venrock Management V, LLC
VEF
Management V, LLC
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(b)
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Address of Principal Business Office or, if none, Residence
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New York Office:
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Palo Alto Office:
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Cambridge Office:
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530 Fifth Avenue
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3340 Hillview Avenue
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55 Cambridge Parkway
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22nd Floor
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Palo Alto, CA 94304
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Suite 100
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New York, NY 10036
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Cambridge, MA 02142
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Each of VP, Venrock V and Entrepreneurs Fund are limited partnerships organized
in the State of Delaware. Each of VP Management, Venrock Management and VEF Managament are limited liability companies organized in the State of Delaware.
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(d)
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Title of Class of Securities
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Common Stock
756207106
Item 3.
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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:
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Not applicable
Page
9
of 13
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(a)
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Amount Beneficially Owned as of December 31, 2013:
|
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Venrock Partners V, L.P.
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1,332,761
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(1)
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Venrock Associates V, L.P.
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1,332,761
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(1)
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Venrock Entrepreneurs Fund V, L.P.
|
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1,332,761
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(1)
|
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Venrock Partners Management V, LLC
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|
1,332,761
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(1)
|
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Venrock Management V, LLC
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1,332,761
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(1)
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VEF Management V, LLC
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1,332,761
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(1)
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(b)
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Percent of Class as of December 31, 2013:
|
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Venrock Partners V, L.P.
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7.3
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%
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Venrock Associates V, L.P.
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7.3
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%
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Venrock Entrepreneurs Fund V, L.P.
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7.3
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%
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Venrock Partners Management V, LLC
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7.3
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%
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Venrock Management V, LLC
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7.3
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%
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VEF Management V, LLC
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7.3
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%
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(c)
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Number of shares as to which the person has, as of December 31, 2013:
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(i)
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Sole power to vote or to direct the vote
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Venrock Partners V, L.P.
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0
|
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Venrock Associates V, L.P.
|
|
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0
|
|
|
|
Venrock Entrepreneurs Fund V, L.P.
|
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|
0
|
|
|
|
Venrock Partners Management V, LLC
|
|
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0
|
|
|
|
Venrock Management V, LLC
|
|
|
0
|
|
|
|
VEF Management V, LLC
|
|
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0
|
|
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|
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(ii)
|
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Shared power to vote or to direct the vote
|
|
|
|
|
|
|
|
|
|
Venrock Partners V, L.P.
|
|
|
1,332,761
|
(1)
|
|
|
Venrock Associates V, L.P.
|
|
|
1,332,761
|
(1)
|
|
|
Venrock Entrepreneurs Fund V, L.P.
|
|
|
1,332,761
|
(1)
|
|
|
Venrock Partners Management V, LLC
|
|
|
1,332,761
|
(1)
|
|
|
Venrock Management V, LLC
|
|
|
1,332,761
|
(1)
|
|
|
VEF Management V, LLC
|
|
|
1,332,761
|
(1)
|
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(V)
|
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Sole power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
|
|
Venrock Partners V, L.P.
|
|
|
0
|
|
|
|
Venrock Associates V, L.P.
|
|
|
0
|
|
|
|
Venrock Entrepreneurs Fund V, L.P.
|
|
|
0
|
|
|
|
Venrock Partners Management V, LLC
|
|
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0
|
|
|
|
Venrock Management V, LLC
|
|
|
0
|
|
|
|
VEF Management V, LLC
|
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0
|
|
|
|
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(iv)
|
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Shared power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
|
|
Venrock Partners V, L.P.
|
|
|
1,332,761
|
(1)
|
|
|
Venrock Associates V, L.P.
|
|
|
1,332,761
|
(1)
|
|
|
Venrock Entrepreneurs Fund V, L.P.
|
|
|
1,332,761
|
(1)
|
|
|
Venrock Partners Management V, LLC
|
|
|
1,332,761
|
(1)
|
|
|
Venrock Management V, LLC
|
|
|
1,332,761
|
(1)
|
|
|
VEF Management V, LLC
|
|
|
1,332,761
|
(1)
|
(1)
|
These shares are owned directly as follows: 101,955 shares of common stock are owned by Venrock Partners V, L.P., 1,202,553 shares of common stock are owned by Venrock Associates V, L.P., and 28,253 shares of common
stock are owned by Venrock Entrepreneurs Fund V, L.P.
|
Page
10
of 13
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 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
Not Applicable
Page
11
of 13
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 14, 2014
|
|
|
Venrock Partners V, L.P.
|
|
|
By:
|
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Venrock Partners Management V, LLC
|
|
|
Its General Partner
|
|
|
By:
|
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/s/ David Stepp
|
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|
Authorized Signatory
|
|
Venrock Associates V, L.P.
|
|
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By:
|
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Venrock Management V, LLC
|
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|
Its General Partner
|
|
|
By:
|
|
/s/ David Stepp
|
|
|
Authorized Signatory
|
|
Venrock Entrepreneurs Fund V, L.P.
|
|
|
By:
|
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VEF Management V, LLC
|
|
|
Its General Partner
|
|
|
By:
|
|
/s/ David Stepp
|
|
|
Authorized Signatory
|
|
Venrock Partners Management V, LLC
|
|
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By:
|
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/s/ David Stepp
|
|
|
Authorized Signatory
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Venrock Management V, LLC
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By:
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/s/ David Stepp
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Authorized Signatory
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VEF Management V, LLC
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By:
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/s/ David Stepp
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Authorized Signatory
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Page
12
of 13
EXHIBITS
A:
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Joint Filing Agreement
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Page
13
of 13
EXHIBIT A
JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock
of Receptos, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this
agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this
Agreement to be executed on their behalf this 14
th
day of February, 2014.
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Venrock Partners V, L.P.
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By:
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Venrock Partners Management V, LLC
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Its General Partner
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By:
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/s/ David Stepp
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Authorized Signatory
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Venrock Associates V, L.P.
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By:
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Venrock Management V, LLC
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Its General Partner
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By:
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/s/ David Stepp
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Authorized Signatory
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Venrock Entrepreneurs Fund V, L.P.
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By:
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VEF Management V, LLC
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Its General Partner
|
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By:
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/s/ David Stepp
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Authorized Signatory
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Venrock Partners Management V, LLC
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By:
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/s/ David Stepp
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Authorized Signatory
|
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Venrock Management V, LLC
|
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By:
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|
/s/ David Stepp
|
|
|
Authorized Signatory
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VEF Management V, LLC
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By:
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/s/ David Stepp
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|
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Authorized Signatory
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