SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
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______)*
Optinose, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
68404V100
(CUSIP Number)
December 31, 2019
(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)
xRule 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 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).
(Continued on following pages)
Page 1 of 9
Exhibit Index on Page 9
| CUSIP # 68404VIOO | Page 2 of 9 |
| 1 | NAME OF REPORTING PERSONS | Foresite Capital Fund IV, L.P. (“FCF IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 870,766 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER 870,766 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
| |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
870,766 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2% |
| 12 | TYPE OF REPORTING PERSON
|
PN |
| CUSIP # 68404V IOO | Page 3 of 9 |
| 1 | NAME OF REPORTING PERSONS Foresite Capital Management IV, LLC (“FCM IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 870,766 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 870,766 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
870,766 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2% |
| 12 | TYPE OF REPORTING PERSON
|
OO |
| CUSIP # 684O4V1OO | Page 4 of 9 |
| 1 | NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 870,766 shares, all of which are directly owned by FCF IV. Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV. Tananbaum may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 870,766 shares, all of which are directly owned by FCF IV. Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV. Tananbaum may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
870,766 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2% |
| 12 | TYPE OF REPORTING PERSON
|
IN |
| CUSIP # 684O4VIOO | Page 5 of 9 |
| ITEM 1(A). | NAME OF ISSUER |
Optinose, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 1020 Stony Hill Road, Suite 300 Yardley, PA 19067 |
| ITEM 2(A). | NAME OF PERSONS FILING This Schedule is filed by Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
c/o Foresite Capital Management
600 Montgomery Street, Suite 4500
San Francisco, CA 94111
| ITEM 2(C). | CITIZENSHIP See Row 4 of cover page for each Reporting Person. |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES Common Stock, par value $0.001 |
| ITEM 2(D) | CUSIP NUMBER 68404V100 |
| 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 |
The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2019:
| CUSIP # 68404VIOO | Page 6 of 9 |
| (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 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 5 percent of the class of securities, check the following [X]. |
| 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 |
| 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, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP # 68404VIOO | Page 7 of 9 |
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, 2020
| FORESITE CAPITAL FUND IV, L.P. | ||
| By: | FORESITE CAPITAL MANAGEMENT IV, LLC | |
| Its: | General Partner | |
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL MANAGEMENT IV, LLC | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| JAMES TANANBAUM | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| CUSIP # 68404VIOO | Page 8 of 9 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 10 |
| CUSIP # 68404VIOO | Page 9 of 9 |
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 the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.