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OMB APPROVAL
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OMB Number: 3235-0145
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Expires:
February 28, 2009
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Estimated average burden hours per response...10.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TERCICA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88078l 10 5
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
*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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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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383,776
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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383,776
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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383,776
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.8%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 2 of 23
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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III-QP, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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5,707,936
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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5,707,936
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,707,936
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.1%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 3 of 23
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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III Parallel Fund, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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172,441
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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172,441
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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172,441
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.3%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 4 of 23
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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III GmbH & Co. Beteiligungs KG
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Germany
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5.
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SOLE VOTING POWER
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NUMBER OF
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482,343
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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482,343
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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482,343
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.9%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 5 of 23
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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
MPM Asset Management Investors 2002 BVIII LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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112,772
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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112,772
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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112,772
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.2%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Page 6 of 23
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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III GP, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,746,496*
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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6,746,496*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,746,496*
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.1%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P.
(BV III QP), 383,776 by MPM BioVentures III, L.P. (BV III), 172,441 by MPM BioVentures III Parallel Fund, L.P.
(BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). The Reporting Person is the direct general partner
of BV III, BV III QP, BV III PF and BV III KG.
Page 7 of 23
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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures III LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,746,496*
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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6,746,496*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,746,496*
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.1%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III QP), 383,776 by MPM BioVentures III, L.P. (BV III), 172,441 by MPM BioVentures III Parallel Fund, L.P. (BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). The Reporting Person is the indirect general partner of BV III, BV III QP, BV III PF and BV III KG.
Page 8 of 23
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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
Ansbert Gadicke
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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United States
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5.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,859,268*
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EACH
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7.
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH:
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8.
|
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SHARED DISPOSITIVE POWER
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6,859,268*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
6,859,268*
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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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|
|
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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13.3%
|
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|
12.
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
IN
|
* The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III QP), 383,776 by MPM BioVentures III, L.P. (BV III), 112,772 by MPM Asset Management Investors 2002 BVIII LLC (BV AM LLC), 172,441 by MPM BioVentures III Parallel Fund, L.P. (BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). MPM BioVentures III GP, L.P. (BV III GP)
and MPM BioVentures III LLC (BV III LLC) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a member of BV III LLC and BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
Page 9 of 23
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1.
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NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
Luke Evnin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
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(b)
þ
|
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|
3.
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SEC USE ONLY
|
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|
|
|
|
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|
4.
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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United States
|
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|
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|
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5.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
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0
|
|
|
|
|
SHARES
|
6.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
6,859,268*
|
|
|
|
|
EACH
|
7.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
6,859,268*
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
6,859,268*
|
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.3%
|
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
* The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III QP), 383,776 by MPM BioVentures III, L.P. (BV III), 112,772 by MPM Asset Management Investors 2002 BVIII LLC (BV AM LLC), 172,441 by MPM BioVentures III Parallel Fund, L.P. (BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). MPM BioVentures III GP, L.P. (BV III GP) and
MPM BioVentures III LLC (BV III LLC) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a member of BV III LLC and BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
Page 10 of 23
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
Nicholas Galakatos
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
5.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
6,859,268*
|
|
|
|
|
EACH
|
7.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
6,859,268*
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
6,859,268*
|
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.3%
|
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
* The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III QP), 383,776 by MPM BioVentures III, L.P. (BV III), 112,772 by MPM Asset Management Investors 2002 BVIII LLC (BV AM LLC), 172,441 by MPM BioVentures III Parallel Fund, L.P. (BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). MPM BioVentures III GP, L.P. (BV III GP) and
MPM BioVentures III LLC (BV III LLC) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a member of BV III LLC and BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
Page 11 of 23
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
Michael Steinmetz
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
5.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
6,859,268*
|
|
|
|
|
EACH
|
7.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
6,859,268*
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
6,859,268*
|
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.3%
|
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
* The shares are held
as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III
QP), 383,776 by MPM BioVentures III, L.P. (BV III), 112,772 by MPM Asset Management Investors 2002 BVIII LLC (BV AM LLC), 172,441 by MPM BioVentures III Parallel Fund, L.P. (BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). MPM BioVentures III GP, L.P. (BV III GP) and
MPM BioVentures III LLC (BV III LLC) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a member of BV III LLC and BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
Page 12 of 23
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
Kurt Wheeler
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
5.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
6,859,268*
|
|
|
|
|
EACH
|
7.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
6,859,268*
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
6,859,268*
|
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.3%
|
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
* The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III QP), 383,776 by MPM BioVentures III, L.P. (BV III), 112,772 by MPM Asset Management Investors 2002 BVIII LLC (BV AM LLC), 172,441 by MPM BioVentures III Parallel Fund, L.P. (BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). MPM BioVentures III GP, L.P. (BV III GP) and
MPM BioVentures III LLC (BV III LLC) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a member of BV III LLC and BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
Page 13 of 23
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
Nicholas Simon III
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
5.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
6,859,268*
|
|
|
|
|
EACH
|
7.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
6,859,268*
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
6,859,268*
|
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.3%
|
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
* The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III QP), 383,776 by MPM BioVentures III, L.P. (BV III), 112,772 by MPM Asset Management Investors 2002 BVIII LLC (BV AM LLC), 172,441 by MPM BioVentures III Parallel Fund, L.P. (BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). MPM BioVentures III GP, L.P. (BV III GP) and
MPM BioVentures III LLC (BV III LLC) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a member of BV III LLC and BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
Page 14 of 23
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSONS
I.R.S. Identification No(s). of above person(s) (entities only)
Dennis Henner
|
|
|
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
5.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
45,000*
|
|
|
|
|
SHARES
|
6.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
6,859,268**
|
|
|
|
|
EACH
|
7.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
45,000*
|
|
|
|
|
WITH:
|
8.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
6,859,268**
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
6,904,268* **
|
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.4%
|
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
* Includes 45,000 shares issuable upon exercise of options within 60 days of December 31, 2007.
** The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III QP), 383,776 by MPM BioVentures III, L.P. (BV III), 112,772 by MPM Asset Management Investors 2002 BVIII LLC (BV AM LLC), 172,441 by MPM BioVentures III Parallel Fund, L.P. (BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). MPM BioVentures III GP, L.P. (BV III GP) and
MPM BioVentures III LLC (BV III LLC) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a member of BV III LLC and BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
Page 15 of 23
Item 1.
Tercica, Inc.
|
(b)
|
|
Address of Issuers Principal Executive Offices
|
2000 Sierra Point Parkway, Suite 400
Brisbane, CA 94005
Item 2.
|
(a)
|
|
Name of Person Filing
|
MPM BioVentures III, L.P.
MPM BioVentures III-QP, L.P.
MPM BioVentures III Parallel Fund, L.P.
MPM BioVentures III GmbH & Co. Beteiligungs KG
MPM Asset Management Investors 2002 BVIII LLC
MPM BioVentures III GP, L.P.
MPM BioVentures III LLC
Ansbert Gadicke
Luke Evnin
Nicholas Galakatos
Michael Steinmetz
Kurt Wheeler
Nicholas Simon III
Dennis Henner
|
(b)
|
|
Address of Principal Business Office or, if none, Residence
|
c/o MPM Capital L.P.
The John Hancock Tower
200 Clarendon Street, 54
th
Floor
Boston, MA 02116
All entities were organized in Delaware, except MPM BioVentures III GmbH & Co.
Beteiligungs KG which was organized in Germany. The individuals are United
States citizens.
|
(d)
|
|
Title of Class of Securities
|
Common Stock
88078l 10 5
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 16 of 23
(a) Amount Beneficially Owned:
|
|
|
|
|
MPM BioVentures III, L.P.
|
|
|
383,776
|
|
MPM BioVentures III-QP, L.P.
|
|
|
5,707,936
|
|
MPM BioVentures III Parallel Fund, L.P.
|
|
|
172,441
|
|
MPM BioVentures III GmbH & Co. Beteiligungs KG
|
|
|
482,343
|
|
MPM Asset Management Investors 2002 BVIII LLC
|
|
|
112,772
|
|
MPM BioVentures III GP, L.P.
|
|
|
6,746,496
|
(1)
|
MPM BioVentures III LLC
|
|
|
6,746,496
|
(2)
|
Ansbert Gadicke
|
|
|
6,859,268
|
(3)
|
Luke Evnin
|
|
|
6,859,268
|
(3)
|
Nicholas Galakatos
|
|
|
6,859,268
|
(3)
|
Michael Steinmetz
|
|
|
6,859,268
|
(3)
|
Kurt Wheeler
|
|
|
6,859,268
|
(3)
|
Nicholas Simon III
|
|
|
6,859,268
|
(3)
|
Dennis Henner
|
|
|
6,904,268
|
(3)(4)
|
Percent of Class:
|
|
|
|
|
MPM BioVentures III, L.P.
|
|
|
0.8
|
%
|
MPM BioVentures III-QP, L.P.
|
|
|
11.1
|
%
|
MPM BioVentures III Parallel Fund, L.P.
|
|
|
0.3
|
%
|
MPM BioVentures III GmbH & Co. Beteiligungs KG
|
|
|
0.9
|
%
|
MPM Asset Management Investors 2002 BVIII LLC
|
|
|
0.2
|
%
|
MPM BioVentures III GP, L.P.
|
|
|
13.1
|
%
|
MPM BioVentures III LLC
|
|
|
13.1
|
%
|
Ansbert Gadicke
|
|
|
13.3
|
%
|
Luke Evnin
|
|
|
13.3
|
%
|
Nicholas Galakatos
|
|
|
13.3
|
%
|
Michael Steinmetz
|
|
|
13.3
|
%
|
Kurt Wheeler
|
|
|
13.3
|
%
|
Nicholas Simon III
|
|
|
13.3
|
%
|
Dennis Henner
|
|
|
13.4
|
%
|
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
|
|
|
|
|
MPM BioVentures III, L.P.
|
|
|
383,776
|
|
MPM BioVentures III-QP, L.P.
|
|
|
5,707,936
|
|
MPM BioVentures III Parallel Fund, L.P.
|
|
|
172,441
|
|
MPM BioVentures III GmbH & Co. Beteiligungs KG
|
|
|
482,343
|
|
MPM Asset Management Investors 2002 BVIII LLC
|
|
|
112,772
|
|
MPM BioVentures III GP, L.P.
|
|
|
0
|
|
MPM BioVentures III LLC
|
|
|
0
|
|
Ansbert Gadicke
|
|
|
0
|
|
Page 17 of 23
|
|
|
|
|
Luke Evnin
|
|
|
0
|
|
Nicholas Galakatos
|
|
|
0
|
|
Michael Steinmetz
|
|
|
0
|
|
Kurt Wheeler
|
|
|
0
|
|
Nicholas Simon III
|
|
|
0
|
|
Dennis Henner
|
|
|
45,000
|
(4)
|
(ii) Shared power to vote or to direct the vote
|
|
|
|
|
MPM BioVentures III, L.P.
|
|
|
0
|
|
MPM BioVentures III-QP, L.P.
|
|
|
0
|
|
MPM BioVentures III Parallel Fund, L.P.
|
|
|
0
|
|
MPM BioVentures III GmbH & Co. Beteiligungs KG
|
|
|
0
|
|
MPM Asset Management Investors 2002 BVIII LLC
|
|
|
0
|
|
MPM BioVentures III GP, L.P.
|
|
|
6,746,496
|
(1)
|
MPM BioVentures III LLC
|
|
|
6,746,496
|
(2)
|
Ansbert Gadicke
|
|
|
6,859,268
|
(3)
|
Luke Evnin
|
|
|
6,859,268
|
(3)
|
Nicholas Galakatos
|
|
|
6,859,268
|
(3)
|
Michael Steinmetz
|
|
|
6,859,268
|
(3)
|
Kurt Wheeler
|
|
|
6,859,268
|
(3)
|
Nicholas Simon III
|
|
|
6,859,268
|
(3)
|
Dennis Henner
|
|
|
6,859,268
|
(3)
|
(iii) Sole power to dispose or to direct the disposition of
|
|
|
|
|
MPM BioVentures III, L.P.
|
|
|
383,776
|
|
MPM BioVentures III-QP, L.P.
|
|
|
5,707,936
|
|
MPM BioVentures III Parallel Fund, L.P.
|
|
|
172,441
|
|
MPM BioVentures III GmbH & Co. Beteiligungs KG
|
|
|
482,343
|
|
MPM Asset Management Investors 2002 BVIII LLC
|
|
|
112,772
|
|
MPM BioVentures III GP, L.P.
|
|
|
0
|
|
MPM BioVentures III LLC
|
|
|
0
|
|
Ansbert Gadicke
|
|
|
0
|
|
Luke Evnin
|
|
|
0
|
|
Nicholas Galakatos
|
|
|
0
|
|
Michael Steinmetz
|
|
|
0
|
|
Kurt Wheeler
|
|
|
0
|
|
Nicholas Simon III
|
|
|
0
|
|
Dennis Henner
|
|
|
45,000
|
(4)
|
(iv) Shared power to dispose or to direct the disposition of
|
|
|
|
|
MPM BioVentures III, L.P.
|
|
|
0
|
|
MPM BioVentures III-QP, L.P.
|
|
|
0
|
|
MPM BioVentures III Parallel Fund, L.P.
|
|
|
0
|
|
MPM BioVentures III GmbH & Co. Beteiligungs KG
|
|
|
0
|
|
MPM Asset Management Investors 2002 BVIII LLC
|
|
|
0
|
|
Page 18 of 23
|
|
|
|
|
MPM BioVentures III GP, L.P.
|
|
|
6,746,496
|
(1)
|
MPM BioVentures III LLC
|
|
|
6,746,496
|
(2)
|
Ansbert Gadicke
|
|
|
6,859,268
|
(3)
|
Luke Evnin
|
|
|
6,859,268
|
(3)
|
Nicholas Galakatos
|
|
|
6,859,268
|
(3)
|
Michael Steinmetz
|
|
|
6,859,268
|
(3)
|
Kurt Wheeler
|
|
|
6,859,268
|
(3)
|
Nicholas Simon III
|
|
|
6,859,268
|
(3)
|
Dennis Henner
|
|
|
6,859,268
|
(3)
|
|
|
|
(1)
|
|
The shares are held as follows: 5,707,936 by MPM BioVentures III-QP, L.P. (BV III QP),
383,776 by MPM BioVentures III, L.P. (BV III), 172,441 by MPM BioVentures III Parallel Fund, L.P.
(BV III PF) and 482,343 by MPM BioVentures III GmbH & Co. Beteiligungs KG (BV III KG). The
Reporting Person is the direct general partner of BV III, BV III QP, BV III PF and BV III KG.
|
(2)
|
|
The shares are held as follows: 5,707,936 by BV III QP, 383,776 by BV III, 172,441 by BV III PF
and 482,343 by BV III KG. The Reporting Person is the indirect general partner of BV III, BV III
QP, BV III PF and BV III KG.
|
(3)
|
|
The shares are held as follows: 5,707,936 by BV III QP, 383,776 by BV III, 112,772 by MPM Asset
Management Investors 2002 BVIII LLC (BV AM LLC), 172,441 by BV III PF and 482,343 by BV III KG.
MPM BioVentures III GP, L.P. (BV III GP) and MPM BioVentures III LLC (BV III LLC) are the
direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting
Person is a member of BV III LLC and BV AM LLC. The Reporting Person disclaims beneficial
ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
|
(4)
|
|
Includes 45,000 shares issuable upon exercise of options within 60 days of December 31, 2007.
|
|
|
|
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
o
.
|
|
|
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 19 of 23
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 11, 2008
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III, L.P.
|
|
MPM BIOVENTURES III-QP, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
|
|
|
|
|
its General Partner
|
|
|
|
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
|
|
|
its General Partner
|
|
|
|
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
|
|
|
Title: Series A Member
|
|
|
|
Title: Series A Member
|
|
|
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III PARALLEL FUND, L.P.
|
|
MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
|
|
|
|
|
its General Partner
|
|
|
|
in its capacity as the Managing Limited Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
|
|
|
its General Partner
|
|
|
|
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
|
|
|
Title: Series A Member
|
|
|
|
Title: Series A Member
|
|
|
|
|
|
|
|
|
|
|
|
MPM ASSET MANAGEMENT INVESTORS 2002
|
|
MPM BIOVENTURES III GP, L.P.
|
|
|
BVIII LLC
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
|
|
|
|
|
|
|
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Luke Evnin
Title: Manager
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
|
|
|
|
|
|
|
Title: Series A Member
|
|
|
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
By:
|
|
/s/ Ansbert Gadicke
Name: Ansbert Gadicke
|
|
|
|
|
Title: Series A Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
By:
|
|
/s/ Nicholas Galakatos
Name: Nicholas Galakatos
|
|
|
Page 20 of 23
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael Steinmetz
Name: Michael Steinmetz
|
|
By:
|
|
/s/ Kurt Wheeler
Name: Kurt Wheeler
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Nicholas Simon III
|
|
By:
|
|
/s/ Dennis Henner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Nicholas Simon III
|
|
|
|
Name: Dennis Henner
|
|
|
EXHIBITS
A: Joint Filing Agreement
Page 21 of 23
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 Tercica, 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 11th day of February, 2008.
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III, L.P.
|
|
MPM BIOVENTURES III-QP, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
|
|
|
|
|
its General Partner
|
|
|
|
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
|
|
|
its General Partner
|
|
|
|
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
By
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
|
|
|
Title: Series A Member
|
|
|
|
Title: Series A Member
|
|
|
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III PARALLEL FUND, L.P.
|
|
MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
|
|
By:
|
|
MPM BioVentures III GP, L.P.,
|
|
|
|
|
its General Partner
|
|
|
|
in its capacity as the Managing Limited Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
|
|
|
its General Partner
|
|
|
|
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
|
|
|
Title: Series A Member
|
|
|
|
Title: Series A Member
|
|
|
|
|
|
|
|
|
|
|
|
MPM ASSET MANAGEMENT INVESTORS 2002
|
|
MPM BIOVENTURES III GP, L.P.
|
|
|
BVIII LLC
|
|
By:
|
|
MPM BioVentures III LLC,
|
|
|
|
|
|
|
|
|
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Luke Evnin
Title: Manager
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
|
|
|
|
|
|
|
Title: Series A Member
|
|
|
|
|
|
|
|
|
|
|
|
MPM BIOVENTURES III LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Luke Evnin
Luke Evnin
|
|
By:
|
|
/s/ Ansbert Gadicke
Name: Ansbert Gadicke
|
|
|
Title:
|
|
Series A Member
|
|
|
|
|
|
|
Page 22 of 23
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke Evnin
Name: Luke Evnin
|
|
By:
|
|
/s/ Nicholas Galakatos
Name: Nicholas Galakatos
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael Steinmetz
Name: Michael Steinmetz
|
|
By:
|
|
/s/ Kurt Wheeler
Name: Kurt Wheeler
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Nicholas Simon III
Name: Nicholas Simon III
|
|
By:
|
|
/s/ Dennis Henner
Name: Dennis Henner
|
|
|
Page 23 of 23
Tercica (MM) (NASDAQ:TRCA)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Tercica (MM) (NASDAQ:TRCA)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025