SC 13G 1 d676712dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT 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:

 

  ¨ Rule 13d-1(b)

 

  ¨ Rule 13d-1(c)

 

  x Rule 13d-1(d)

 

* 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 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).

 

 

 

CUSIP No. 756207106   Page 2 of 13

 

  1.    

Name of Reporting Persons

 

Venrock Partners V, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1         (b)  ¨

 

  3.  

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

 

1,332,7612

     7.     

Sole Dispositive Power

 

0

     8.     

Shared Dispositive Power

 

1,332,7612

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,332,7612

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)

 

PN

 

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 Issuer’s common stock outstanding as of December 31, 2013, as set forth in the Issuer’s prospectus filed pursuant to Rule 424(b)(4), filed with the Securities and Exchange Commission on January 9, 2014.

CUSIP No. 756207106   Page 3 of 13

 

  1.    

Name of Reporting Persons

 

Venrock Associates V, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1         (b)  ¨

 

  3.  

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

 

1,332,7612

     7.     

Sole Dispositive Power

 

0

     8.     

Shared Dispositive Power

 

1,332,7612

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,332,7612

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)

 

PN

 

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 Issuer’s common stock outstanding as of December 31, 2013, as set forth in the Issuer’s prospectus filed pursuant to Rule 424(b)(4), filed with the Securities and Exchange Commission on January 9, 2014.

CUSIP No. 756207106   Page 4 of 13

 

  1.    

Name of Reporting Persons

 

Venrock Entrepreneurs Fund V, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1         (b)  ¨

 

  3.  

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

 

1,332,7612

     7.     

Sole Dispositive Power

 

0

     8.     

Shared Dispositive Power

 

1,332,7612

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,332,7612

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)

 

PN

 

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 Issuer’s common stock outstanding as of December 31, 2013, as set forth in the Issuer’s prospectus filed pursuant to Rule 424(b)(4), filed with the Securities and Exchange Commission on January 9, 2014.

CUSIP No. 756207106   Page 5 of 13

 

  1.    

Name of Reporting Persons

 

Venrock Partners Management V, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1         (b)  ¨

 

  3.  

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

 

1,332,7612

     7.     

Sole Dispositive Power

 

0

     8.     

Shared Dispositive Power

 

1,332,7612

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,332,7612

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 Issuer’s common stock outstanding as of December 31, 2013, as set forth in the Issuer’s prospectus filed pursuant to Rule 424(b)(4), filed with the Securities and Exchange Commission on January 9, 2014.

CUSIP No. 756207106   Page 6 of 13

 

  1.    

Name of Reporting Persons

 

Venrock Management V, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1         (b)  ¨

 

  3.  

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

 

1,332,7612

     7.     

Sole Dispositive Power

 

0

     8.     

Shared Dispositive Power

 

1,332,7612

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,332,7612

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 Issuer’s common stock outstanding as of December 31, 2013, as set forth in the Issuer’s prospectus filed pursuant to Rule 424(b)(4), filed with the Securities and Exchange Commission on January 9, 2014.

CUSIP No. 756207106   Page 7 of 13

 

  1.    

Name of Reporting Persons

 

VEF Management V, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x1         (b)  ¨

 

  3.  

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

 

1,332,7612

     7.     

Sole Dispositive Power

 

0

     8.     

Shared Dispositive Power

 

1,332,7612

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,332,7612

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 Issuer’s common stock outstanding as of December 31, 2013, as set forth in the Issuer’s 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.

 

Item 1.     

 

  (a) Name of Issuer

Receptos, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

10835 Road to the Cure

Suite 205

San Diego, California 92121

 

Item 2.     

 

  (a) Name of Person Filing

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

 

  (b) Address of Principal Business Office or, if none, Residence

 

New York Office:   Palo Alto Office:   Cambridge Office:
530 Fifth Avenue   3340 Hillview Avenue   55 Cambridge Parkway
22nd Floor   Palo Alto, CA 94304   Suite 100
New York, NY 10036     Cambridge, MA 02142

 

  (c) Citizenship

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.

 

  (d) Title of Class of Securities

Common Stock

 

  (e) CUSIP Number

756207106

 

Item 3. 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:

Not applicable

Page 9 of 13

 

Item 4. Ownership

 

(a)    Amount Beneficially Owned as of December 31, 2013:   
  

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) 
(b)    Percent of Class as of December 31, 2013:   
  

Venrock Partners V, L.P.

      7.3 % 
  

Venrock Associates V, L.P.

      7.3 % 
  

Venrock Entrepreneurs Fund V, L.P.

      7.3 % 
  

Venrock Partners Management V, LLC

      7.3 % 
  

Venrock Management V, LLC

      7.3 % 
  

VEF Management V, LLC

      7.3 % 
(c)    Number of shares as to which the person has, as of December 31, 2013:   
(i)    Sole power to vote or to direct the vote   
  

Venrock Partners V, L.P.

      0   
  

Venrock Associates V, L.P.

      0   
  

Venrock Entrepreneurs Fund V, L.P.

      0   
  

Venrock Partners Management V, LLC

      0   
  

Venrock Management V, LLC

      0   
  

VEF Management V, LLC

      0   
(ii)    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) 
(V)    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

      0   
  

Venrock Management V, LLC

      0   
  

VEF Management V, LLC

      0   
(iv)    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

 

Item 10. Certification

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:   Venrock Partners Management V, LLC
  Its General Partner
By:   /s/ David Stepp
  Authorized Signatory
Venrock Associates V, L.P.
By:   Venrock Management V, LLC
  Its General Partner
By:   /s/ David Stepp
  Authorized Signatory
Venrock Entrepreneurs Fund V, L.P.
By:   VEF Management V, LLC
  Its General Partner
By:   /s/ David Stepp
  Authorized Signatory
Venrock Partners Management V, LLC
By:   /s/ David Stepp
  Authorized Signatory
Venrock Management V, LLC
By:   /s/ David Stepp
  Authorized Signatory
VEF Management V, LLC
By:   /s/ David Stepp
  Authorized Signatory

Page 12 of 13

 

EXHIBITS

 

A: Joint Filing Agreement

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 14th day of February, 2014.

 

Venrock Partners V, L.P.
By:   Venrock Partners Management V, LLC
  Its General Partner
By:   /s/ David Stepp
  Authorized Signatory
Venrock Associates V, L.P.
By:   Venrock Management V, LLC
  Its General Partner
By:   /s/ David Stepp
  Authorized Signatory
Venrock Entrepreneurs Fund V, L.P.
By:   VEF Management V, LLC
  Its General Partner
By:   /s/ David Stepp
  Authorized Signatory
Venrock Partners Management V, LLC
By:   /s/ David Stepp
  Authorized Signatory
Venrock Management V, LLC
By:   /s/ David Stepp
  Authorized Signatory
VEF Management V, LLC
By:   /s/ David Stepp
  Authorized Signatory