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)*
Altus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02216N105
(CUSIP Number)
December 31, 2007
(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 persons 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 19 Pages
Exhibit Index Contained on Page 18
CUSIP NO. 02216N105 | 13 G | Page 2 of 19 |
1 | NAME OF REPORTING U.S. Venture Partners VIII, L.P. (USVP VIII) Tax ID Number: | ||
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,299,622 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.7% | ||
12 | TYPE OF REPORTING PERSON* PN |
CUSIP NO. 02216N105 | 13 G | Page 3 of 19 |
1 | NAME OF REPORTING USVP VIII Affiliates Fund, L.P. (USVP VIII AF) Tax ID Number: | ||
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,288 | ||
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 19 |
1 | NAME OF REPORTING USVP Entrepreneur Partners VIII-A, L.P. (USVP EP VIII-A) Tax ID Number: | ||
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 30,968 | ||
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 19 |
1 | NAME OF REPORTING USVP Entrepreneur Partners VIII-B, L.P. (USVP EP VIII-B) Tax ID Number: | ||
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,543 | ||
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 19 |
1 | NAME OF REPORTING Presidio Management Group VIII, L.L.C. Tax ID Number: | ||
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.0% | ||
12 | TYPE OF REPORTING PERSON* OO |
CUSIP NO. 02216N105 | 13 G | Page 7 of 19 |
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 REPORTING | 5 | SOLE VOTING POWER 0 Shares | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER 0 Shares | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.0% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 8 of 19 |
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.0% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 9 of 19 |
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.0% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 10 of 19 |
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.0% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 11 of 19 |
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.0% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 12 of 19 |
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 | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,402,017 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.1% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 13 of 19 |
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.0% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 14 of 19 |
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 REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.0% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 15 of 19 |
This Amendment No. 1 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 Amendment No. 1.
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 19 |
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 5, 2008
U.S. VENTURE PARTNERS VIII, L.P.
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP VIII Affiliates Fund, L.P.
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP Entrepreneur Partners VIII-A, L.P.,
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP Entrepreneur Partners VIII-B- L.P.,
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
PRESIDIO MANAGEMENT GROUP VIII, L.L.C.
/s/ Michael Maher
A Delaware Limited Liability Company
Signature
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
Timothy Connors
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
CUSIP NO. 02216N105 | 13 G | Page 17 of 19 |
Irwin Federman
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Winston Fu
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Steven M. Krausz
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
David Liddle
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Jonathan D. Root
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Christopher Rust
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Philip M. Young
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
*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 representatives 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 18 of 19 |
Found on Sequentially Numbered Page | |
Exhibit | |
Exhibit A: Agreement of Joint Filing | 19 |
CUSIP NO. 02216N105 | 13 G | Page 19 of 19 |
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.