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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/18/14 Lux Ventures II, L.P. SC 13G 4:197K Cerulean Pharma Inc. RR Donnelley/FA Joshua Wolfe Lux Capital Management, LLC Lux Venture Associates II, LLC Lux Venture Partners II, L.P. Lux Ventures II Partners Fund I LLC Lux Ventures II Sidecar, L.P. Peter Hebert Robert Paull |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 84K 2: EX-99.1 Ex-1 HTML 20K 3: EX-99.2 Ex-2 HTML 6K 4: EX-99.3 Ex-3 HTML 20K
| SC 13G |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Cerulean Pharma Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
(CUSIP Number)
(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)
x Rule 13d-1(c)
¨ 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 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. 15708Q105 | 13G | Page 2 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lux Ventures II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (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
861,041 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
861,041 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
861,041 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5% | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| CUSIP No. 15708Q105 | 13G | Page 3 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lux Ventures II Sidecar, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (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
36,105 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
36,105 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,105 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| CUSIP No. 15708Q105 | 13G | Page 4 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lux Ventures II Partners Fund I LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (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
54,853 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
54,853 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,853 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| CUSIP No. 15708Q105 | 13G | Page 5 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lux Venture Partners II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (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
951,999 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
951,999 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,999 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| CUSIP No. 15708Q105 | 13G | Page 6 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lux Venture Associates II, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (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
951,999 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
951,999 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,999 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| CUSIP No. 15708Q105 | 13G | Page 7 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lux Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (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
951,999 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
951,999 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,999 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| CUSIP No. 15708Q105 | 13G | Page 8 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
951,999 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
951,999 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,999 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| CUSIP No. 15708Q105 | 13G | Page 9 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joshua Wolfe | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
951,999 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
951,999 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,999 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| CUSIP No. 15708Q105 | 13G | Page 10 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Hebert | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
951,999 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
951,999 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,999 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| CUSIP No. 15708Q105 | 13G | Page 11 of 20 Pages |
| Item 1(a). | Name of Issuer |
Cerulean Pharma Inc. (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
840 Memorial Drive, Cambridge, MA 02139.
| Item 2(a). | Name of Person Filing |
Lux Ventures II, L.P. (“Lux II”); Lux Ventures II Sidecar II, L.P. (“Lux II Sidecar”); Lux Ventures II Partners Fund I LLC (“Lux II Partners”); Lux Venture Partners II, L.P. (“Lux Venture Partners”), which is the general partner of each of Lux II and Lux II Sidecar and the manager of Lux II Partners; Lux Venture Associates II, LLC (“Lux Associates”), which is the general partner of Lux Venture Partners; Lux Capital Management, LLC (“Lux Management”), which is the sole member of Lux Associates (collectively, the “Reporting Entities” and individually, each a “Reporting Entity”); and Robert Paull (“Paull”), Joshua Wolfe (“Wolfe”) and Peter Hebert (“Hebert”) (collectively, “Managers” and individually, each a “Manager”) are each individual managers of Lux Management. The Reporting Entities and the Managers collectively are referred to as the “Reporting Persons”.
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The address and principal business office of the Reporting Persons is Lux Capital, 295 Madison Avenue, 24th Floor, New York, NY 10017.
| Item 2(c). | Citizenship |
Lux II, Lux II Sidecar and Lux Venture Partners are limited partnerships organized under the laws of the State of Delaware. Lux II Partners, Lux Associates and Lux Management are limited liability companies organized under the laws of the State of Delaware. Each Manager is a U.S. citizen.
| Item 2(d). | Title of Class of Securities |
Common stock, par value $0.0001 per share (“Common Stock”).
| Item 2(e). | CUSIP Number |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: | |
| Lux II is the record owner of 861,041 shares of Common Stock (the “Lux II Record Shares”) as of April 10, 2014. Lux II Sidecar is the record owner of 36,105 shares of Common Stock (the “Lux II Sidecar Record Shares”) as of April 10, 2014. Lux II Partners is the record owner of 54,853 shares of Common Stock (the “Lux II Partners Record Shares”) as of April 10, 2014. Lux Venture Partners, as the sole general partner of each of Lux II and Lux II Sidecar and the manager of Lux II Partners, may be deemed to beneficially own the Lux II Record Shares, the Lux II Sidecar Record Shares and the Lux II Partners Record Shares. Lux Associates, as the sole general partner of Lux Venture Partners, may be deemed to beneficially own the Lux II Record Shares, the Lux II Sidecar Record Shares and the Lux II Partners Record Shares. Lux Management, as the sole member of Lux Associates, may be deemed to beneficially own the Lux II Record Shares, the Lux II Sidecar Record Shares and the Lux II Partners Record Shares. As the individual managers of Lux Management, each of the Managers also may be deemed to beneficially own Lux II Record Shares, the Lux II Sidecar Record Shares and the Lux II Partners Record Shares. | ||
| CUSIP No. 15708Q105 | 13G | Page 12 of 20 Pages |
| By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of Lux II, Lux II Sidecar, Lux II Partners, Lux Venture Partners, Lux Associates and Lux Management may be deemed to share the power to direct the disposition and vote of the Lux II Record Shares, the Lux II Sidecar Record Shares and the Lux II Partners Record Shares. | ||
| (b) | Percent of class: | |
| See line 11 of cover sheets. In the aggregate, the Reporting Persons beneficially own approximately 5.0% of the outstanding shares of common stock of the Issuer, based upon 19,014,563 shares of common stock outstanding as of April 10, 2014 as reported on the Issuer’s prospectus as filed with the Securities and Exchange Commission on April 14, 2014. | ||
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote:
See Line 5 of cover sheets.
| |||||
| (ii) | Shared power to vote or to direct the vote:
See Line 6 of cover sheets.
| |||||
| (iii) | Sole power to dispose or to direct the disposition:
See Line 7 of cover sheets.
| |||||
| (iv) | Shared power to dispose or to direct the disposition:
See Line 8 of cover sheets. |
Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| 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 |
Not Applicable.
| CUSIP No. 15708Q105 | 13G | Page 13 of 20 Pages |
| Item 8. | Identification and Classification of Members of the Group |
See Exhibit 2 for Members of the Group.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
Exhibit 2 – Members of the Group.
Exhibit 3 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
| CUSIP No. 15708Q105 | 13G | Page 14 of 20 Pages |
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: April 18, 2014
| Lux Ventures II, L.P. | ||||||
| By: | Lux Venture Partners II, L.P. | |||||
| its General Partner | ||||||
| By: | Lux Venture Associates II, LLC | |||||
| its General Partner | ||||||
| By: | Lux Capital Management, LLC | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Name: Robert Paull | ||||||
| Title: Managing Director | ||||||
| Lux Ventures II Sidecar, L.P. | ||||||
| By: | Lux Venture Partners II, L.P. | |||||
| its General Partner | ||||||
| By: | Lux Venture Associates II, LLC | |||||
| its General Partner | ||||||
| By: | Lux Capital Management, LLC | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Name: Robert Paull | ||||||
| Title: Managing Director | ||||||
| Lux Ventures II Partners Fund I, LLC | ||||||
| By: | Lux Venture Partners II, L.P. | |||||
| its Manager | ||||||
| By: | Lux Venture Associates II, LLC | |||||
| its General Partner | ||||||
| By: | Lux Capital Management, LLC | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Name: Robert Paull | ||||||
| Title: Managing Director | ||||||
| CUSIP No. 15708Q105 | 13G | Page 15 of 20 Pages |
| Lux Venture Partners II, L.P. | ||||||
| By: | Lux Venture Associates II, LLC | |||||
| its General Partner | ||||||
| By: | Lux Capital Management, LLC | |||||
| its Sole Member | ||||||
| By: | * | |||||
| Name: Robert Paull | ||||||
| Title: Managing Director | ||||||
| Lux Capital Management, LLC | ||
| By: | * | |
| Name: Robert Paull | ||
| Title: Managing Director | ||
| * | ||
| Robert Paull | ||
| * | ||
| Joshua Wolfe | ||
| * | ||
| Peter Hebert | ||
| * By: | /s/ Robert Paull | |
| Robert Paull as | ||
| Attorney-in-Fact |
This Agreement was executed by Robert Paull pursuant to Powers of Attorney attached hereto as Exhibit 3 and incorporated herein by reference.
| This ‘SC 13G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/18/14 | |||
| 4/14/14 | 424B4 | |||
| 4/10/14 | 3, FWP | |||
| List all Filings | ||||