SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Senomyx, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
81724Q 10 7
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(CUSIP Number)
Jeffrey I. Martin
Rho Capital Partners, Inc.
152 West 57th Street, 23rd Floor
New York, New York 10019
212-784-8872
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 5, 2005
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* 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. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Rho Capital Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
859,743 Shares
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
859,743 Shares
10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,743 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Joshua Ruch
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
7. SOLE VOTING POWER
37,539 Shares
8. SHARED VOTING POWER
1,333,088 Shares
9. SOLE DISPOSITIVE POWER
37,539 Shares
10. SHARED DISPOSITIVE POWER
1,333,088 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,370,627 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Habib Kairouz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7. SOLE VOTING POWER
534 Shares
8. SHARED VOTING POWER
859,743 Shares
9. SOLE DISPOSITIVE POWER
534 Shares
10. SHARED DISPOSITIVE POWER
859,743 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,277 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Mark Leschly
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Denmark
7. SOLE VOTING POWER
60,060 Shares
8. SHARED VOTING POWER
859,743 Shares
9. SOLE DISPOSITIVE POWER
60,060 Shares
10. SHARED DISPOSITIVE POWER
859,743 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,803 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Rho Management Trust I
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
859,743 Shares
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
859,743 Shares
10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,743 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Atlas Capital Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0 Shares
8. SHARED VOTING POWER
473,345 Shares
9. SOLE DISPOSITIVE POWER
0 Shares
10. SHARED DISPOSITIVE POWER
473,345 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,345 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 81724Q 10 7
1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Rho Management Partners L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
473,345 Shares
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
473,345 Shares
10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,345 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
This Amendment No. 2 to Schedule 13D amends a statement on Schedule 13D
originally dated June 25, 2004, as amended as of March 3, 2005, with respect
to shares ("Shares") of Common Stock, $0.001 par value per share (the "Common
Stock"), of Senomyx, Inc., a Delaware corporation ("Senomyx" or the "Issuer"),
This Amendment No. 2 is filed by (i) Rho Capital Partners, Inc., a New York
corporation ("Rho"), (ii) Rho's controlling shareholders, Messrs. Joshua Ruch,
Habib Kairouz and Mark Leschly, (iii) Rho Management Partners L.P., a Delaware
limited partnership, (iv) Atlas Capital Corp. ("Atlas"), a New York
corporation, the general partner of Rho Management Partners L.P., and (v) an
affiliated investment vehicle, Rho Management Trust I, a New York grantor
trust ("Trust I") (persons (i) through (v) collectively, the "Reporting
Persons" and individually, a "Reporting Person").
This Amendment No. 2 amends the cover pages and Item 5 in the statement
on Schedule 13D previously filed, as follows:
Item 5. Interest in Securities of the Issuer
(a)-(b) See cover page for each Reporting Person.
At the close of business on July 5, 2005, Trust I distributed to its
trust grantors, without payment or other consideration, an aggregate of
609,743 Shares of Senomyx Common Stock. Following such distribution, Trust I
is the record owner of 859,743 Shares of Senomyx Common Stock, constituting
3.4% of the 25,458,976 Shares of Senomyx Common Stock outstanding as of March
31, 2005 (as reported in the Issuer's Form 10-Q filed with the Securities and
Exchange Commission for the quarter ended such date). As investment advisor
to Trust I, Rho may be deemed for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, to share beneficial ownership of the 859,743
Shares reported by Trust I hereby. As the stockholders of Rho, Messrs. Ruch,
Kairouz and Leschly may be deemed also to share beneficial ownership of the
859,743 Shares reported by Trust I hereby.
Following the distribution on July 5, 2005, Rho Management Partners L.P.
is the record owner of 3,016 Shares, and exercises investment and voting
control through a managed account over an additional 470,329 Shares, for an
aggregate of 473,345 Shares, or 1.9% of the Issuer's Shares of Common Stock
outstanding as of March 31, 2005. As general partner of Rho Management
Partners L.P., Atlas may be deemed to share beneficial ownership of such
473,345 Shares beneficially owned by Rho Management Partners L.P. As sole
stockholder of Atlas, Joshua Ruch may be deemed also to share beneficial
ownership of 473,345 Shares reported by Rho Management Partners L.P. hereby.
Mr. Ruch additionally holds 37,539 Shares of Senomyx Common Stock, over which
he exercises sole investment and voting authority.
Mark Leschly holds an option to purchase 42,900 Shares of Senomyx Common
Stock at a per Share exercise price of $6.02, and an option to purchase 17,160
Shares at a per Share exercise price of $12.85. Each option includes an
early-exercise election, such that 60,060 Shares of Senomyx Common Stock are
currently exercisable under the options, over which Mr. Leschly has sole
investment and voting authority. Mr. Kairouz holds 534 Shares over which he
has sole investment and voting authority.
Messrs. Ruch, Kairouz and Leschly may be deemed beneficially to own the
following percentage amounts of the 25,458,976 Shares of Senomyx Common Stock
outstanding as of March 31, 2005: Joshua Ruch - 5.4%; Habib Kairouz - 3.4%;
and Mark Leschly - 3.6%. Other than the Shares of Senomyx Common Stock in
which they have a pecuniary interest, each of Rho, Atlas, and Messrs. Ruch,
Kairouz and Leschly disclaims beneficial ownership of the Shares reported in
this statement.
(c) Following the close of business on July 5, 2005, Trust I
distributed to its grantors, without payment or other consideration, an
aggregate of 609,743 Shares of Senomyx Common Stock. Of the 609,743 Shares so
distributed, an aggregate of 170,494 Shares were distributed to the Reporting
Persons or to accounts over which the Reporting Persons exercise investment or
voting control, as follows: Habib Kairouz - 181 Shares; Joshua Ruch - 12,512
Shares; Rho Management Partners L.P. - 1,025 Shares; and an account managed by
Rho Management Partners L.P. - 156,776 Shares.
Other than the foregoing distribution of Shares, and related allocations
among distributees, there were no other transactions in the Shares by the
Reporting Persons within the past 60 days.
(d) No persons other than the Reporting Persons and their investment
clients have the right to participate in the receipt of dividends from, or the
proceeds from the sale of, the Shares covered hereby.
(e) Not applicable.
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: July 8, 2005.
RHO CAPITAL PARTNERS, INC.
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer for Joshua Ruch
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer for Habib Kairouz
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer for Mark Leschly
RHO MANAGEMENT TRUST I
By: /s/ Jeffrey I. Martin
------------------------------------
Jeffrey I. Martin, Authorized Signer
ATLAS CAPITAL CORP.
By: /s/ Jeffrey I. Martin
------------------------------------
Jeffrey I. Martin, Authorized Signer
RHO MANAGEMENT PARTNERS L.P.
By: /s/ Jeffrey I. Martin
------------------------------------
Jeffrey I. Martin, Authorized Signer