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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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).
Page 1 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 2 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Fund V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 2 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 3 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Entrepreneurs Fund V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 3 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 4 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Fund VI, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 4 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 5 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Entrepreneurs Fund VI, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 5 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 6 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Fund VI GmbH & Co. KG. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Germany | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 6 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 7 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Associates V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 7 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 8 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Associates VI, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 8 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 9 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Associates V, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
Page 9 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 10 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Atlas Venture Associates VI, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
Page 10 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 11 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Axel Bichara | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Germany | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 11 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 12 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Jean-Francois Formela | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
France | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 12 of 21 pages
CUSIP No. |
60877T100 |
13G | Page | 13 |
of | 21 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
Christopher Spray | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,459,100 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,459,100 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,459,100 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.74% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 13 of 21 pages
Item 1(a). | Name of Issuer: Momenta Pharmaceuticals, Inc. | |
Item 1(b). | Address of Issuers Principal Executive Offices: | |
675 West Kendall Street, Cambridge, MA 02142 | ||
Item 2(a). | Name of Person Filing: | |
Atlas Venture Fund V, L.P. (Atlas V), Atlas Venture Entrepreneurs Fund V, L.P. (AVE V), Atlas Venture Fund VI, L.P. (Atlas VI), Atlas Venture Fund VI GmbH & Co. KG (Atlas VI GmbH), Atlas Venture Entrepreneurs Fund VI, L.P. (AVE VI), Atlas Venture Associates V, L.P. (AVA V LP), Atlas Venture Associates VI, L.P. (AVA VI LP), Atlas Venture Associates V, Inc. (AVA V Inc.), Atlas Venture Associates VI, Inc. (AVA VI Inc.), Axel Bichara (Bichara), Jean-Francois Formela (Formela) and Christopher Spray (Spray). Atlas V, AVE V, Atlas VI, Atlas VI GmbH and AVE VI are referred to individually herein as a Fund and collectively as the Funds. The persons and entities named in this Item 2(a) are referred to individually herein as a Filing Person and collectively as the Filing Persons. | ||
AVA V Inc. is the sole general partner of AVA V LP. AVA V LP is the sole general partner of Atlas V and AVE V. Messrs. Bichara, Formela and Spray are directors of AVA V Inc. | ||
AVA VI Inc. is the sole general partner of AVA VI LP. AVA VI LP is the sole general partner of Atlas VI and AVE VI and the managing limited partner of Atlas VI GmbH. Messrs. Bichara, Formela and Spray are directors of AVA VI Inc. | ||
Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
The principal business office of each of the Filing Persons is: |
Item 2(c). | Citizenship: Atlas V, AVE V, Atlas VI, AVE VI, AVA V LP and AVA VI LP is each a limited partnership formed under the laws of the State of Delaware. AVA V Inc. and AVA VI Inc. is each a corporation formed under the laws of the State of Delaware. Atlas VI GmbH is a limited partnership formed under the laws of Germany. Mr. Bichara is a citizen of Germany. Mr. Formela is a citizen of France. Mr. Spray is a citizen of the United Kingdom. | |
Item 2(d). | Title of Class of Securities: Common Stock, $0.0001 par value per share (the Common Stock). | |
Item 2(e). | CUSIP Number: 60877T100 | |
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: |
Page 14 of 21 pages
Not Applicable. | ||
Item 4. | Ownership. | |
(a) | Amount Beneficially Owned: Atlas V is the record holder of 972,583 shares of Common Stock as of December 31, 2007 (the Atlas V Shares). AVE V is the record holder of 12,919 shares of Common Stock as of December 31, 2007 (the AVE V Shares). Atlas VI is the record holder of 1,404,928 shares of Common Stock as of December 31, 2007 (the Atlas VI Shares). Atlas VI GmbH is the record holder of 25,725 shares of Common Stock as of December 31, 2007 (the Atlas VI GmbH Shares). AVE VI is the record holder of 42,945 shares of Common Stock as of December 31, 2007 (the AVE VI Shares). By virtue of their relationship as affiliated limited partnerships, each Fund may be deemed to share the power to direct the disposition of and vote the Atlas V Shares, the AVE V Shares, the Atlas VI Shares, the Atlas VI GmbH Shares and the AVE VI Shares, for an aggregate of 2,459,100 shares of Common Stock (the Record Shares). As general partner or managing limited partner, as the case may be, of certain of the Funds, and by virtue of the Funds relationship as affiliated limited partnerships, each of AVA V LP and AVA VI LP may also be deemed to beneficially own the Record Shares. As the general partner of AVA V LP and AVA VI LP respectively, AVA V Inc. and AVA VI Inc. may also be deemed to beneficially own the Record Shares. In their capacities as directors of AVA V Inc. and AVA VI Inc. each of Messrs. Bichara, Formela and Spray may be deemed to beneficially own the Record Shares. | |
Each Filing Person disclaims beneficial ownership of the Record Shares except for such shares, if any, such Filing Person holds of record. | ||
(b) | Percent of Class: | |
Each Filing Person: 6.74% | ||
(c) | Number of shares as to which the person has: |
(i) | sole power to vote or to direct the vote: | ||
0 | |||
(ii) | shared power to vote or to direct the vote: | ||
2,459,100 for each Filing Person | |||
(iii) | sole power to dispose or direct the disposition of: | ||
0 | |||
(iv) | shared power to dispose or direct the disposition of: | ||
2,459,100 for each Filing Person |
Item 5. | Ownership of Five Percent or Less of a Class. |
Page 15 of 21 pages
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. | ||
Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable. The Filing Persons expressly disclaim membership in a group as used in Rule 13d-5(b)(1). | ||
Item 9. | Notice of Dissolution of Group. | |
Not Applicable. | ||
Item 10. | Certification. | |
Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). |
Page 16 of 21 pages
* | ||||
Axel Bichara | ||||
* | ||||
Jean-Francois Formela | ||||
* | ||||
Christopher Spray | ||||
Atlas Venture Fund V, L.P. Atlas Venture Entrepreneurs Fund V, L.P. By: Atlas Venture Associates V, L.P. their general partner By: Atlas Venture Associates V, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Associates V, L.P. By: Atlas Venture Associates V, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Associates V, Inc. |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Page 17 of 21 pages
Atlas Venture Fund VI, L.P.
Atlas Venture Entrepreneurs Fund VI, L.P. By: Atlas Venture Associates VI, L.P. their general partner By: Atlas Venture Associates VI, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Fund VI GmbH & Co. KG By: Atlas Venture Associates VI, L.P. its managing limited partner By: Atlas Venture Associates VI, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Associates VI, L.P. By: Atlas Venture Associates VI, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Associates VI, Inc. |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
*By: | /s/ Jeanne Larkin Henry | ||||
By Jeanne Larkin Henry in her | |||||
individual capacity and as Attorney-in-Fact | |||||
Page 18 of 21 pages
* | ||||
Axel Bichara | ||||
* | ||||
Jean-Francois Formela | ||||
* | ||||
Christopher Spray | ||||
Atlas Venture Fund V, L.P. Atlas Venture Entrepreneurs Fund V, L.P. By: Atlas Venture Associates V, L.P. their general partner By: Atlas Venture Associates V, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Associates V, L.P. By: Atlas Venture Associates V, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Associates V, Inc. |
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By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Page 19 of 21 pages
Atlas Venture Fund VI, L.P.
Atlas Venture Entrepreneurs Fund VI, L.P. By: Atlas Venture Associates VI, L.P. their general partner By: Atlas Venture Associates VI, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Fund VI GmbH & Co. KG By: Atlas Venture Associates VI, L.P. its managing limited partner By: Atlas Venture Associates VI, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Associates VI, L.P. By: Atlas Venture Associates VI, Inc. its general partner |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
Atlas Venture Associates VI, Inc. |
||||
By: | * | |||
Name: | Jeanne Larkin Henry | |||
Title: | Vice-President | |||
*By: | /s/ Jeanne Larkin Henry | ||||
By Jeanne Larkin Henry in her | |||||
individual capacity and as Attorney-in-Fact | |||||
Page 20 of 21 pages
/s/ Axel Bichara | ||||
Axel Bichara | ||||
/s/ Jean-Francois Formela | ||||
Jean-Francois Formela | ||||
/s/ Christopher Spray | ||||
Christopher Spray | ||||
Page 21 of 21 pages