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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. 2)*
Altus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02216N105
(CUSIP Number)
December 31, 2008
(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).
(Continued on following pages)
Page 1 of 18 Pages
Exhibit Index Contained on Page 17
| | |
CUSIP NO. 02216N105
| 13 G
| Page 2 of 18
|
| | | |
1
| NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
U.S. Venture Partners VIII, L.P. (“USVP VIII”)
|
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
3,128,274 shares; except that Presidio Management Group VIII, L.L.C. (“PMG VIII”), the general partner of USVP VIII, may be deemed to have sole power to vote these shares, and Timothy Connors (“Connors”), Irwin Federman (“Federman”), Winston Fu (“Fu”), Steven M. Krausz (“Krausz”), David Liddle (“Liddle”), Jonathan D. Root (“Root”), Christopher Rust (“Rust”) and Philip M. Young (“Young”), the managing members of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 6
| SHARED VOTING POWER
See response to row 5.
|
| | 7
| SOLE DISPOSITIVE POWER
3,128,274 shares; except that PMG VIII, the general partner of USVP VIII, may be deemed to have the sole power to dispose of these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, 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
3,128,274
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
|
12
| TYPE OF REPORTING PERSON*
PN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 3 of 18
|
| | | |
1
| NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USVP VIII Affiliates Fund, L.P. (“USVP VIII AF”)
|
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
23,029 shares; except that PMG VIII, the general partner of USVP VIII AF, may be deemed to have sole power to vote these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 6
| SHARED VOTING POWER
See response to row 5.
|
| | 7
| SOLE DISPOSITIVE POWER
23,029 shares; except that PMG VIII, the general partner of USVP VIII AF, may be deemed to have sole power to dispose of these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, 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
23,029
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
12
| TYPE OF REPORTING PERSON*
PN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 4 of 18
|
| | | |
1
| NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USVP Entrepreneur Partners VIII-A, L.P. (“USVP EP VIII-A”)
|
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
29,358 shares; except that PMG VIII, the general partner of USVP EP VIII-A, may be deemed to have sole power to vote these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 6
| SHARED VOTING POWER
See response to row 5.
|
| | 7
| SOLE DISPOSITIVE POWER
29,358 shares; except that PMG VIII, the general partner of USVP EP VIII-A, may be deemed to have sole power to dispose of these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, 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
29,358
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
12
| TYPE OF REPORTING PERSON*
PN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 5 of 18
|
| | | |
1
| NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USVP Entrepreneur Partners VIII-B, L.P. (“USVP EP VIII-B”)
|
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
15,686 shares; except that PMG VIII, the general partner of USVP EP VIII-B, may be deemed to have sole power to vote these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 6
| SHARED VOTING POWER
See response to row 5.
|
| | 7
| SOLE DISPOSITIVE POWER
15,686 shares; except that PMG VIII, the general partner of USVP EP VIII-B, may be deemed to have sole power to dispose of these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, 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
15,686
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
12
| TYPE OF REPORTING PERSON*
PN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 6 of 18
|
| | | |
1
| NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Presidio Management Group VIII, L.L.C.
|
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
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to vote these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 6
| SHARED VOTING POWER
See response to row 5.
|
| | 7
| SOLE DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to dispose of these shares, and Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young, the managing members of PMG VIII, 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
3,196,347
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
12
| TYPE OF REPORTING PERSON*
OO
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 7 of 18
|
| | | |
1
| NAME OF REPORTING PERSON
Timothy Connors
|
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares
|
6
| SHARED VOTING POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Connors, a managing member of PMG VIII, may be deemed to have shared power to vote these shares.
|
7
| SOLE DISPOSITIVE POWER
0 shares
|
8
| SHARED DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Connors, a managing member of PMG VIII, may be deemed to have shared power to dispose of these shares.
|
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,196,347
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
12
| TYPE OF REPORTING PERSON*
IN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 8 of 18
|
| | | |
1
| NAME OF REPORTING PERSON
Irwin Federman
|
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares
|
6
| SHARED VOTING POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, a managing member of PMG VIII, may be deemed to have shared power to vote these shares.
|
7
| SOLE DISPOSITIVE POWER
0 shares
|
8
| SHARED DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, a managing member of PMG VIII, may be deemed to have shared power to dispose of these shares.
|
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,196,347
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
12
| TYPE OF REPORTING PERSON*
IN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 9 of 18
|
| | | |
1
| NAME OF REPORTING PERSON
Winston Fu
|
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares
|
6
| SHARED VOTING POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Fu, a managing member of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 7
| SOLE DISPOSITIVE POWER
0 shares
|
| | 8
| SHARED DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Fu, a managing member of PMG VIII, may be deemed to have shared power to dispose of these shares.
|
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,196,347
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
12
| TYPE OF REPORTING PERSON*
IN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 10 of 18
|
| | | |
1
| NAME OF REPORTING PERSON
Steven M. Krausz
|
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares
|
6
| SHARED VOTING POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Krausz, a managing member of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 7
| SOLE DISPOSITIVE POWER
0 shares
|
| | 8
| SHARED DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Krausz, a managing member of PMG VIII, may be deemed to have shared power to dispose of these shares.
|
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,196,347
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
12
| TYPE OF REPORTING PERSON*
IN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 11 of 18
|
| | | |
1
| NAME OF REPORTING PERSON
David Liddle
|
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares
|
6
| SHARED VOTING POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Liddle, a managing member of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 7
| SOLE DISPOSITIVE POWER
0 shares
|
| | 8
| SHARED DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Liddle, a managing member of PMG VIII, may be deemed to have shared power to dispose of these shares.
|
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,196,347
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
12
| TYPE OF REPORTING PERSON*
IN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 12 of 18
|
| | | |
1
| NAME OF REPORTING PERSON
Jonathan D. Root
|
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
41,499 shares, all of which are issuable upon the exercise of options.
|
6
| SHARED VOTING POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Root, a managing member of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 7
| SOLE DISPOSITIVE POWER
41,499 shares, all of which are issuable upon the exercise of options.
|
| | 8
| SHARED DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Root, a managing member of PMG VIII, may be deemed to have shared power to dispose of these shares.
|
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,237,846
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
|
12
| TYPE OF REPORTING PERSON*
IN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 13 of 18
|
| | | |
1
| NAME OF REPORTING PERSON
Christopher Rust
|
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 shares
|
6
| SHARED VOTING POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Rust, a managing member of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 7
| SOLE DISPOSITIVE POWER
0 shares
|
| | 8
| SHARED DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Rust, a managing member of PMG VIII, may be deemed to have shared power to dispose of these shares.
|
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,196,347
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
12
| TYPE OF REPORTING PERSON*
IN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 14 of 18
|
| | | |
1
| NAME OF REPORTING PERSON
Philip M. Young
|
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 shares
|
6
| SHARED VOTING POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Young, a managing member of PMG VIII, may be deemed to have shared power to vote these shares.
|
| | 7
| SOLE DISPOSITIVE POWER
0 shares
|
| | 8
| SHARED DISPOSITIVE POWER
3,196,347 shares, of which 3,128,274 are directly owned by USVP VIII, 23,029 are directly owned by USVP VIII AF, 29,358 are directly owned by USVP EP VIII-A and 15,686 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Young, a managing member of PMG VIII, may be deemed to have shared power to dispose of these shares.
|
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,196,347
|
10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
|
11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
12
| TYPE OF REPORTING PERSON*
IN
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 15 of 18
|
This Amendment No. 2 amends the Statement on Schedule 13G previously filed by Presidio Management Group VIII, L.L.C., U.S. Venture Partners VIII, L.P., USVP VIII Affiliates Fund, L.P., USVP Entrepreneur Partners VIII-A, L.P., USVP Entrepreneur Partners VIII-B, L.P., Timothy Connors, Irwin Federman, Winston Fu, Steven M. Krausz, David Liddle, Jonathan D. Root, Christopher Rust and Philip M. Young. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 2.
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.
(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.
| | |
CUSIP NO. 02216N105
| 13 G
| Page 16 of 18
|
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.
Dated: February 9, 2008
| |
PRESIDIO MANAGEMENT GROUP VIII, L.L.C.
U.S. VENTURE PARTNERS VIII, L.P.
By Presidio Management Group VIII, L.L.C.
Its General Partner
USVP VIII AFFILIATES FUND, L.P.
By Presidio Management Group VIII, L.L.C.
Its General Partner
USVP ENTREPRENEUR PARTNERS VIII-A, L.P.,
By Presidio Management Group VIII, L.L.C.
Its General Partner
USVP ENTREPRENEUR PARTNERS VIII-B, L.P.,
By Presidio Management Group VIII, L.L.C.
Its General Partner
| TIMOTHY CONNORS
IRWIN FEDERMAN
WINSTON FU
STEVEN M. KRAUSZ
DAVID LIDDLE
JONATHAN D. ROOT
CHRISTOPHER RUST
PHILIP M. YOUNG
|
By: /s/ Michael Maher
Michael Maher, Chief Financial Officer/Attorney-In-Fact for the above-listed entities*
|
By: /s/ Michael Maher
Michael Maher, Attorney-In-Fact for the above-listed individuals*
|
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
| | |
CUSIP NO. 02216N105
| 13 G
| Page 17 of 18
|
EXHIBIT INDEX
| |
| | Found on
Sequentially
Numbered Page
|
Exhibit
|
Exhibit A: Agreement of Joint Filing
| 18
|
| | |
CUSIP NO. 02216N105
| 13 G
| Page 18 of 18
|
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 Altus 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.