SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
| OncoMed Pharmaceuticals, Inc. |
| (Name of Issuer) |
| Common Stock ($0.001 par value) |
| (Title of Class of Securities) |
| 68234X102 |
| (CUSIP Number) |
| December 31, 2014 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 16 Pages
Exhibit Index Contained on Page 14
| CUSIP NO. 68234X102 | 13 G | Page 2 of 16 |
| 1 |
NAME OF REPORTING PERSONS
Morgenthaler Partners VII, L.P. (“Morgenthaler VII”)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
|
| 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 2,509,672 shares, except that Morgenthaler Management Partners VII, L.L.C., (“MMP VII GP”), the general partner of Morgenthaler VII, may be deemed to have sole power to vote these shares, and Robert C. Bellas, Jr. (“Bellas”), Gary R. Little (“Little”), John D. Lutsi (“Lutsi”), Gary J. Morgenthaler (“Morgenthaler”), Robert D. Pavey (“Pavey”) and Peter G. Taft (“Taft”), managing members of MMP VII GP, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,509,672 shares, except that MMP VII GP, the general partner of Morgenthaler VII, may be deemed to have sole power to dispose of these shares, and Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft, managing members of MMP VII GP, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,509,672 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 8.4% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | PN |
| CUSIP NO. 68234X102 | 13 G | Page 3 of 16 |
| 1 |
NAME OF REPORTING PERSONS
Morgenthaler Management Partners VII, L.L.C. (“MMP VII GP”)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
|
| 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 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP, the general partner of Morgenthaler VII, may be deemed to have sole power to vote these shares, and Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft, managing members of MMP VII GP, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP, the general partner of Morgenthaler VII, may be deemed to have sole power to dispose of these shares, and Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft, managing members of MMP VII GP, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,509,672 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 8.4% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | OO |
| CUSIP NO. 68234X102 | 13 G | Page 4 of 16 |
| 1 |
NAME OF REPORTING PERSONS
Robert C. Bellas, Jr. (“Bellas”)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
|
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER – 0 – |
| 6 | SHARED VOTING POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Bellas, a managing member of MMP VII GP, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER – 0 – | |
| 8 | SHARED DISPOSITIVE POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Bellas, a managing member of MMP VII GP, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,509,672 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 8.4% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. 68234X102 | 13 G | Page 5 of 16 |
| 1 |
NAME OF REPORTING PERSONS
Gary R. Little (“Little”)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
|
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER – 0 – |
| 6 | SHARED VOTING POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Little, a managing member of MMP VII GP, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER – 0 – | |
| 8 | SHARED DISPOSITIVE POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Little, a managing member of MMP VII GP, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,509,672 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 8.4% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. 68234X102 | 13 G | Page 6 of 16 |
| 1 |
NAME OF REPORTING PERSONS
John D. Lutsi (“Lutsi”)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
|
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER – 0 – |
| 6 | SHARED VOTING POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Lutsi, a managing member of MMP VII GP, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER – 0 – | |
| 8 | SHARED DISPOSITIVE POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Lutsi, a managing member of MMP VII GP, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,509,672 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 8.4% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. 68234X102 | 13 G | Page 7 of 16 |
| 1 |
NAME OF REPORTING PERSONS
Gary J. Morgenthaler (“Morgenthaler”)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
|
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER – 0 – |
| 6 | SHARED VOTING POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Morgenthaler, a managing member of MMP VII GP, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER – 0 – | |
| 8 | SHARED DISPOSITIVE POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Morgenthaler, a managing member of MMP VII GP, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,509,672 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 8.4% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. 68234X102 | 13 G | Page 8 of 16 |
| 1 |
NAME OF REPORTING PERSONS
Robert D. Pavey (“Pavey”)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
|
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER – 0 – |
| 6 | SHARED VOTING POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Pavey, a managing member of MMP VII GP, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER – 0 – | |
| 8 | SHARED DISPOSITIVE POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Pavey, a managing member of MMP VII GP, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,509,672 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 8.4% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. 68234X102 | 13 G | Page 9 of 16 |
| 1 |
NAME OF REPORTING PERSONS
Peter G. Taft (“Taft”)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
|
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER – 0 – |
| 6 | SHARED VOTING POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Taft, a managing member of MMP VII GP, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER – 0 – | |
| 8 | SHARED DISPOSITIVE POWER 2,509,672 shares, all of which are directly owned by Morgenthaler VII. MMP VII GP is the general partner of Morgenthaler VII, and Taft a managing member of MMP VII GP, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,509,672 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 8.4% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. 68234X102 | 13 G | Page 10 of 16 |
| ITEM 1(A). | NAME OF ISSUER OncoMed Pharmaceuticals, Inc. |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 800 Chesapeake Drive |
Redwood City, CA 94063
| ITEM 2(A). | NAME OF PERSONS FILING This Statement is filed by Morgenthaler Partners VII, L.P., a Delaware limited partnership (“Morgenthaler VII”), Morgenthaler Management Partners VII, L.L.C., a Delaware limited liability company (“MMP VII GP”), Robert C. Bellas, Jr. (“Bellas”), Gary R. Little (“Little”), John D. Lutsi (“Lutsi”), Gary J. Morgenthaler (“Morgenthaler”), Robert D. Pavey (“Pavey”) and Peter G. Taft (“Taft”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
| MMP VII GP, the general partner of Morgenthaler VII, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Morgenthaler VII. Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft are managing members of MMP VII GP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Morgenthaler VII. |
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each of the Reporting Persons is:
Morgenthaler Ventures
2710 Sand Hill Road, Suite 100
Menlo Park, California 94025
| ITEM 2(C) | CITIZENSHIP Morgenthaler VII is a Delaware limited partnership. MMP VII GP is a Delaware limited liability company. Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft are United States citizens. |
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES Common Stock ($0.001 par value) |
| ITEM 2(E) | CUSIP NUMBER |
| 68234X102 |
| 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 Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| CUSIP NO. 68234X102 | 13 G | Page 11 of 16 |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| 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. Under certain circumstances set forth in the limited partnership agreement of Morgenthaler VII and the limited liability company agreement of MMP VII GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. |
| 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. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable. |
| CUSIP NO. 68234X102 | 13 G | Page 12 of 16 |
| ITEM 10. | CERTIFICATION. Not applicable. |
| CUSIP NO. 68234X102 | 13 G | Page 13 of 16 |
SIGNATURES
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.
Date: February 13, 2015
| Morgenthaler Partners VII, L.P. | /s/ Scott D. Walters |
| By Morgenthaler Management Partners VII, L.L.C. | Scott D. Walters |
| Its General Partner | Attorney-In-Fact |
| Morgenthaler Management Partners VII, L.L.C. | /s/ Scott D. Walters |
| Scott D. Walters | |
| Attorney-In-Fact | |
| Robert C. Bellas, Jr. | /s/ Scott D. Walters |
| Scott D. Walters | |
| Attorney-In-Fact | |
| Gary R. Little | /s/ Scott D. Walters |
| Scott D. Walters | |
| Attorney-In-Fact | |
| John D. Lutsi | /s/ Scott D. Walters |
| Scott D. Walters | |
| Attorney-In-Fact | |
| Gary J. Morgenthaler | /s/ Scott D. Walters |
| Scott D. Walters | |
| Attorney-In-Fact | |
| Robert D. Pavey | /s/ Scott D. Walters |
| Scott D. Walters | |
| Attorney-In-Fact | |
| Peter G. Taft | /s/ Scott D. Walters |
| Scott D. Walters | |
| Attorney-In-Fact |
| CUSIP NO. 68234X102 | 13 G | Page 14 of 16 |
EXHIBIT INDEX
|
Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 15 | |
| Exhibit B: Reference to Scott D. Walters as Attorney-in-Fact | 16 |
| CUSIP NO. 68234X102 | 13 G | Page 15 of 16 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of OncoMed Pharmaceuticals, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
| CUSIP NO. 68234X102 | 13 G | Page 16 of 16 |
exhibit B
Reference to Scott D. Walters as Attorney-in-Fact
Scott D. Walters has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.