Statement of Changes in Beneficial Ownership (4)
27 October 2022 - 9:34AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Venrock Healthcare Capital Partners II, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Tricida, Inc.
[
TCDA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VENROCK, 3340 HILLVIEW AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/24/2022 |
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(Street)
PALO ALTO, CA 94304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 10/24/2022 | | S | | 2113948 (1) | D | $0.61 (2) | 8088998 | I | By Funds (3) |
| Common Stock | 10/25/2022 | | S | | 1970418 (4) | D | $0.57 (5) | 6118580 | I | By Funds (3) |
| Common Stock | 10/26/2022 | | S | | 2367174 (6) | D | $0.46 (7) | 3751406 | I | By Funds (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Consists of (i) 202,708 shares sold by Venrock Healthcare Capital Partners II, L.P. ("VHCP II"), (ii) 82,148 shares sold by VHCP Co-Investment Holdings II, LLC ("VHCP Co-2"), (iii) 617,948 shares sold by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (iv) 61,806 shares sold by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3") and (v) 1,149,338 shares sold by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"). |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.59 to $0.63, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (3) | VHCP Management II, LLC ("VHCPM II") is the general partner of Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and the manager of VHCP Co-Investment Holdings II, LLC ("VHCP Co-2"). VHCP Management III, LLC ("VHCPM III") is the general partner of VHCP III and the manager of VHCP Co-3. VHCP Management EG, LLC ("VHCPM EG") is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCPM II, VHCPM III and VHCPM EG. Each of VHCPM II, VHCPM III, VHCPM EG, Shah and Koh expressly disclaims beneficial ownership over all shares held by VHCP II, VHCP Co-2, VHCP III, VHCP Co-3 and VHCP EG except to the extent of its or his indirect pecuniary interest therein. |
| (4) | The shares sold on October 25, 2022 consist of (i) 188,945 shares sold by VHCP II, (ii) 76,569 shares sold by VHCP Co-2, (iii) 575,992 shares sold by VHCP III, (iv) 57,610 shares sold by VHCP Co-3 and (v) 1,071,302 shares sold by VHCP EG. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.52 to $0.64, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (6) | The shares sold on October 26, 2022 consist of (i) 226,991 shares sold by VHCP II, (ii) 91,988 shares sold by VHCP Co-2, (iii) 691,971 shares sold by VHCP III, (iv) 69,208 shares sold by VHCP Co-3 and (v) 1,287,016 shares sold by VHCP EG. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.43 to $0.53, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Venrock Healthcare Capital Partners II, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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VHCP Co-Investment Holdings II, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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VHCP Management II, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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Venrock Healthcare Capital Partners III, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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VHCP Co-Investment Holdings III, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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VHCP Management III, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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Venrock Healthcare Capital Partners EG, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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VHCP Management EG, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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Koh Bong Y
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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Shah Nimish P
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304 |
| X |
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Signatures
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| /s/ David L. Stepp, Authorized Signatory | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Authorized Signatory | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Authorized Signatory | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Authorized Signatory | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Authorized Signatory | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Authorized Signatory | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Authorized Signatory | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Authorized Signatory | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Attorney-in-fact | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| David L. Stepp, Attorney-in-fact | | 10/26/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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