sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

DURECT CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
266605104
(CUSIP Number)
DECEMBER 31, 2009
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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 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.
  
266605104 
  

 

           
1.   NAME OF REPORTING PERSONS

Venrock Healthcare Capital Partners, L.P.
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ1
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5.   SOLE VOTING POWER
     
NUMBER OF   3,757,159
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,757,159
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    0
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,757,159
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  4.3%2
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
1 Venrock Healthcare Capital Partners, L.P., Venrock Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for purposes of this Schedule 13G.
2 This percentage is calculated based upon 86,748,668 shares of the Issuer’s common stock outstanding as of October 30, 2009, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2009.

Page 2 of 12

 

                     
CUSIP No.
  
266605104 
  

 

           
1.   NAME OF REPORTING PERSONS

Venrock Co-Investment Holdings, LLC
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ1
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5.   SOLE VOTING POWER
     
NUMBER OF   687,285
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   687,285
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    0
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  687,285
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.8%2
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
1 Venrock Healthcare Capital Partners, L.P., Venrock Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for purposes of this Schedule 13G.
2 This percentage is calculated based upon 86,748,668 shares of the Issuer’s common stock outstanding as of October 30, 2009, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2009.

Page 3 of 12

 

                     
CUSIP No.
  
266605104 
  

 

           
1.   NAME OF REPORTING PERSONS

VHCP Management, LLC
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ1
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5.   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,444,4442
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    4,444,4442
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,444,4442
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.1%3
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
1 Venrock Healthcare Capital Partners, L.P., Venrock Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for purposes of this Schedule 13G.
2 Consists of 3,757,159 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 687,285 shares of common stock owned by Venrock Co-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of Venrock Co-Investment Holdings, LLC.
3 This percentage is calculated based upon 86,748,668 shares of the Issuer’s common stock outstanding as of October 30, 2009, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2009.

Page 4 of 12

 

                     
CUSIP No.
  
266605104 
  

 

           
1.   NAME OF REPORTING PERSONS

Hove, Anders
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ1
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5.   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,444,4442
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    4,444,4442
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,444,4442
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.1%3
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
1 Venrock Healthcare Capital Partners, L.P., Venrock Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for purposes of this Schedule 13G.
2 Consists of 3,757,159 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 687,285 shares of common stock owned by Venrock Co-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of Venrock Co-Investment Holdings, LLC.
3 This percentage is calculated based upon 86,748,668 shares of the Issuer’s common stock outstanding as of October 30, 2009, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2009.

Page 5 of 12

 

                     
CUSIP No.
  
266605104 
  

 

           
1.   NAME OF REPORTING PERSONS

Roberts, Bryan
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ1
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5.   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,444,4442
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    4,444,4442
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,444,4442
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.1%3
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
1 Venrock Healthcare Capital Partners, L.P., Venrock Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for purposes of this Schedule 13G.
2 Consists of 3,757,159 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 687,285 shares of common stock owned by Venrock Co-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of Venrock Co-Investment Holdings, LLC.
3 This percentage is calculated based upon 86,748,668 shares of the Issuer’s common stock outstanding as of October 30, 2009, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2009.

Page 6 of 12

 

Introductory Note: This Statement on Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP LP”), Venrock Co-Investment Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“Venrock Co-Investment”), Venrock Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management” and collectively with VHCP LP and Venrock Co-Investment, the “Venrock Entities”), Anders Hove and Bryan Roberts in respect of Common Stock of Durect Corporation.
Item 1.  
  (a)   Name of Issuer
Durect Corporation
  (b)   Address of Issuer’s Principal Executive Offices
2 Results Way
Cupertino, CA 95014
Item 2.  
  (a)   Name of Person Filing
Venrock Healthcare Capital Partners, L.P.
Venrock Co-Investment Holdings, LLC
VHCP Management, LLC
Anders Hove
Bryan Roberts
  (b)   Address of Principal Business Office or, if none, Residence
         
New York Office:
  Palo Alto Office:   Cambridge Office:
 
530 Fifth Avenue
  3340 Hillview Avenue   55 Cambridge Parkway
22nd Floor
  Palo Alto, CA 94304   Suite 100
New York, NY 10036
      Cambridge, MA 02142
  (c)   Citizenship
All entities were organized in Delaware. The individuals are all United States
citizens.
  (d)   Title of Class of Securities
Common Stock
  (e)   CUSIP Number
266605104
Item 3.   If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
    Not applicable

Page 7 of 12

 

Item 4.   Ownership
  (a)   Amount Beneficially Owned:
         
Venrock Healthcare Capital Partners, L.P.
     3,757,159 (1)
Venrock Co-Investment Holdings, LLC
     687,285 (2)
VHCP Management, LLC
     4,444,444 (3)
Anders Hove
     4,444,444 (3)
Bryan Roberts
     4,444,444 (3)
      Percent of Class:
         
Venrock Healthcare Capital Partners, L.P.
     4.3 %
Venrock Co-Investment Holdings, LLC
     0.8 %
VHCP Management, LLC
     5.1 %
Anders Hove
     5.1 %
Bryan Roberts
     5.1 %
      Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote
         
Venrock Healthcare Capital Partners, L.P.
     3,757,159 (1)
Venrock Co-Investment Holdings, LLC
     687,285 (2)
VHCP Management, LLC
     0  
Anders Hove
     0  
Bryan Roberts
     0  
  (ii)   Shared power to vote or to direct the vote
         
Venrock Healthcare Capital Partners, L.P.
     0  
Venrock Co-Investment Holdings, LLC
     0  
VHCP Management, LLC
     4,444,444 (3)
Anders Hove
     4,444,444 (3)
Bryan Roberts
     4,444,444 (3)

Page 8 of 12

 

  (iii)   Sole power to dispose or to direct the disposition of
         
Venrock Healthcare Capital Partners, L.P.
     3,757,159 (1)
Venrock Co-Investment Holdings, LLC
     687,285 (2)
VHCP Management, LLC
     0  
Anders Hove
     0  
Bryan Roberts
     0  
  (iv)   Shared power to dispose or to direct the disposition of
         
Venrock Healthcare Capital Partners, L.P.
     0  
Venrock Co-Investment Holdings, LLC
     0  
VHCP Management, LLC
     4,444,444 (3)
Anders Hove
     4,444,444 (3)
Bryan Roberts
     4,444,444 (3)
 
(1)   These shares are owned directly by Venrock Healthcare Capital Partners, L.P. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P.
 
(2)   These shares are owned directly by Venrock Co-Investment Holdings, LLC. VHCP Management, LLC is the manager of Venrock Co-Investment Holdings, LLC.
 
(3)   These shares are owned directly as follows: 3,757,159 shares by Venrock Healthcare Capital Partners, L.P.; and 687,285 by Venrock Co-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of Venrock Co-Investment Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, LLC.
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 more than five percent of the class of securities, check the following o.
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 or Control Person.
Not Applicable
Item 8.   Identification and Classification of Members of the Group
The identities of each of the Venrock Entities and Messrs. Hove and Roberts are stated in Item 2(a).
Item 9.   Notice of Dissolution of a 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.

Page 9 of 12

 

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: February 16, 2010
                         
Venrock Healthcare Capital Partners, L.P.   Venrock Co-Investment Holdings, LLC    
 
                        
By:
  VHCP Management, LLC,
its General Partner 		  By:   VHCP Management, LLC,
its Manager 		   
 
                        
By:
  /s/ David L. Stepp   By:   /s/ David L. Stepp    
 
  Name:   David L. Stepp       Name:   David L. Stepp    
 
  Title:   Authorized Signatory       Title:   Authorized Signatory    
         
VHCP Management, LLC
 		    
By:   /s/ David L. Stepp      
  Name:   David L. Stepp     
  Title:   Authorized Signatory     
         
     
/s/ David L. Stepp, as attorney-in-fact      
Anders Hove     
 
     
/s/ David L. Stepp, as attorney-in-fact      
Bryan Roberts     
     
 

Page 10 of 12

 

EXHIBITS
A:    Joint Filing Agreement
 
B:    Power of Attorney for Anders Hove
 
C:    Power of Attorney for Bryan Roberts

Page 11 of 12