UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Bellerophon Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

078771102

(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:

 

o Rule 13d-1(b)
x 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. 078771102
 
  1. Name of Reporting Persons
Venrock Associates IV, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
962,415 (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
962,415 (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
 
  11. Percent of Class Represented by Amount in Row (9)
1.4% (4)
 
  12. Type of Reporting Person (See Instructions)
PN
             

 

(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
(3)The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
(4)This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.

 

 2 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
Venrock Partners, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
962,415 (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
962,415 (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
 
  11. Percent of Class Represented by Amount in Row (9)
1.4% (4)
 
  12. Type of Reporting Person (See Instructions)
PN
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
(3)The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
(4)This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.

 

 3 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
Venrock Entrepreneurs Fund IV, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
962,415 (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
962,415 (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
 
  11. Percent of Class Represented by Amount in Row (9)
1.4% (4)
 
  12. Type of Reporting Person (See Instructions)
PN
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
(3)The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
(4)This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.

 

 4 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
Venrock Management IV, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
962,415 (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
962,415 (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
 
  11. Percent of Class Represented by Amount in Row (9)
1.4% (4)
 
  12. Type of Reporting Person (See Instructions)
OO
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
(3)The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
(4)This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.

 

 5 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
Venrock Partners Management, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
962,415 (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
962,415 (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
 
  11. Percent of Class Represented by Amount in Row (9)
1.4% (4)
 
  12. Type of Reporting Person (See Instructions)
OO
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
(3)The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
(4)This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.

 

 6 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
VEF Management IV, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
962,415 (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
962,415 (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
962,415 (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
 
  11. Percent of Class Represented by Amount in Row (9)
1.4% (4)
 
  12. Type of Reporting Person (See Instructions)
OO
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
(3)The shares included on rows 6, 8 and 9 do not include an aggregate of 3,553,583 shares of common stock beneficially owned by the VHCP Entities. The Venrock IV Entities disclaim beneficial ownership over the shares held by the VHCP Entities.
(4)This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.

 

 7 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
Venrock Healthcare Capital Partners II, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
3,553,583 (2)(3)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,553,583 (2)(3)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
 
  11. Percent of Class Represented by Amount in Row (9)
4.99% (5)
 
  12. Type of Reporting Person (See Instructions)
PN
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3.
(3) The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(4)The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
(5)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

 8 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
VHCP Co-Investment Holdings II, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
3,553,583 (2)(3)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,553,583 (2)(3)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
 
  11. Percent of Class Represented by Amount in Row (9)
4.99% (5)
 
  12. Type of Reporting Person (See Instructions)
OO
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3.
(3) The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(4)The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
(5)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

 9 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
VHCP Management II, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
3,553,583 (2)(3)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,553,583 (2)(3)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
 
  11. Percent of Class Represented by Amount in Row (9)
4.99% (5)
 
  12. Type of Reporting Person (See Instructions)
OO
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3.
(3) The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(4)The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
(5)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

 10 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
3,553,583 (2)(3)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,553,583 (2)(3)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
 
  11. Percent of Class Represented by Amount in Row (9)
4.99% (5)
 
  12. Type of Reporting Person (See Instructions)
PN
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3.
(3) The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(4)The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
(5)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

 11 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
VHCP Co-Investment Holdings III, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
3,553,583 (2)(3)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,553,583 (2)(3)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
 
  11. Percent of Class Represented by Amount in Row (9)
4.99% (5)
 
  12. Type of Reporting Person (See Instructions)
OO
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3.
(3) The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(4)The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
(5)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

 12 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
VHCP Management III, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
3,553,583 (2)(3)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,553,583 (2)(3)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
 
  11. Percent of Class Represented by Amount in Row (9)
4.99% (5)
 
  12. Type of Reporting Person (See Instructions)
OO
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3.
(3) The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(4)The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
(5)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

 13 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
Shah, Nimish
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
3,553,583 (2)(3)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,553,583 (2)(3)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
 
  11. Percent of Class Represented by Amount in Row (9)
4.99% (5)
 
  12. Type of Reporting Person (See Instructions)
IN
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3.
(3) The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(4)The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
(5)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

 14 

 

 

CUSIP No. 078771102
 
  1. Name of Reporting Persons
Koh, Bong
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x(1)
 
  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
0
 
6. Shared Voting Power
3,553,583 (2)(3)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,553,583 (2)(3)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,553,583 (2)(3)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(4)
 
  11. Percent of Class Represented by Amount in Row (9)
4.99% (5)
 
  12. Type of Reporting Person (See Instructions)
IN
             
 
(1)This Schedule 13G/A is being filed by (i) Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (“VM4”), Venrock Partners Management, LLC (“VPM”) and VEF Management IV, LLC (“VEFM” and together with VA4, VP, VEF4, VM4 and VPM, the “Venrock IV Entities”) and (ii) Venrock Healthcare Capital Partners II, L.P. (“VHCP2”), VHCP Co-Investment Holdings II, LLC (“VHCP Co-2”), VHCP Management II, LLC (“VHCPM2”), Venrock Healthcare Capital Partners III, L.P. (“VHCP3”), VHCP Co-Investment Holdings III, LLC (“VHCP Co-3”), VHCP Management III, LLC (“VHCPM3”), Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP2, VHCP Co-2, VHCPM2, VHCP3, VHCP Co-3, VHCPM3 and Shah, the “VHCP Entities”). The Venrock IV Entities and the VHCP Entities are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
(2)Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3.
(3) The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(4)The shares included on rows 6, 8 and 9 do not include an aggregate of 962,415 shares of common stock held by the Venrock IV Entities. The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock IV Entities.
(5)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

 15 

 

 

CUSIP No. 078771102

 

Introductory Note: This Schedule 13G/A is filed on behalf of the following entities and individuals in respect of shares of common stock of Bellerophon Therapeutics, Inc.:

 

·Venrock Associates IV, L.P., a limited partnership organized under the laws of the State of Delaware (“VA4”);
·Venrock Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“VP”);
·Venrock Entrepreneurs Fund IV, L.P., a limited partnership organized under the laws of the State of Delaware (“VEF4”);
·Venrock Management IV, LLC, a limited liability company organized under the laws of the State of Delaware (“VM4”), the general partner of VA4;
·Venrock Partners Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VPM”), the general partner of VP;
·VEF Management IV, LLC, a limited liability company organized under the laws of the State of Delaware (“VEFM”), the general partner of VEF4;
·Venrock Healthcare Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP2”);
·VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-2”);
·VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPM2”), the general partner of VHCP2 and the manager of VHCP Co-2;
·Venrock Healthcare Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP3”);
·VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-3”);
·VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPM3”), the general partner of VHCP3 and the manager of VHCP Co-3;
·Nimish Shah, a voting member of VHCPM2 and VHCPM3; and
·Bong Koh, a voting member of VHCPM2 and VHCPM3.

 

Item 1.
  (a) Name of Issuer
Bellerophon Therapeutics, Inc.
  (b) Address of Issuer’s Principal Executive Offices
184 Liberty Corner Road, Suite 302
Warren, NJ 07059
 
Item 2.
  (a)

Name of Person Filing
Venrock Associates IV, L.P.

Venrock Partners, L.P.

Venrock Entrepreneurs Fund IV, L.P.

Venrock Management IV, LLC

Venrock Partners Management, LLC

VEF Management IV, LLC

Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

VHCP Management II, LLC

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

VHCP Management III, LLC

Nimish Shah

Bong Koh

 

 16 

 

 

CUSIP No. 078771102
 
  (b) Address of Principal Business Office or, if none, Residence
    New York Office: Palo Alto Office:    
    7 Bryant Park 3340 Hillview Avenue    
    23rd Floor Palo Alto, CA 94304    
    New York, NY 10018      
  (c) Citizenship
Each of the entities was organized in Delaware. Bong Koh and Nimish Shah are both United States citizens.
  (d) Title of Class of Securities
Common Stock, $0.01 par value
  (e) CUSIP Number
078771102
     
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.
   
Item 4. Ownership
  (a) Amount beneficially owned as of December 31, 2019:

 

Venrock Associates IV, L.P.   962,415(1)
Venrock Partners, L.P.   962,415(1)
Venrock Entrepreneurs Fund IV, L.P.   962,415(1)
Venrock Management IV, LLC   962,415(1)
Venrock Partners Management, LLC   962,415(1)
VEF Management IV, LLC   962,415(1)
Venrock Healthcare Capital Partners II, L.P.   3,553,583(2)
VHCP Co-Investment Holdings II, LLC   3,553,583(2)
VHCP Management II, LLC   3,553,583(2)
Venrock Healthcare Capital Partners III, L.P.   3,553,583(2)
VHCP Co-Investment Holdings III, LLC   3,553,583(2)
VHCP Management III, LLC   3,553,583(2)
Nimish Shah   3,553,583(2)
Bong Koh   3,553,583(2)

 

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CUSIP No. 078771102
 
  (b) Percent of class as of December 31, 2019:

 

Venrock Associates IV, L.P.   1.4%(3)
Venrock Partners, L.P.   1.4%(3)
Venrock Entrepreneurs Fund IV, L.P.   1.4%(3)
Venrock Management IV, LLC   1.4%(3)
Venrock Partners Management, LLC   1.4%(3)
VEF Management IV, LLC   1.4%(3)
Venrock Healthcare Capital Partners II, L.P.   4.99%(4)
VHCP Co-Investment Holdings II, LLC   4.99%(4)
VHCP Management II, LLC   4.99%(4)
Venrock Healthcare Capital Partners III, L.P.   4.99%(4)
VHCP Co-Investment Holdings III, LLC   4.99%(4)
VHCP Management III, LLC   4.99%(4)
Nimish Shah   4.99%(4)
Bong Koh   4.99%(4)

 

  (c) Number of shares as to which the person has, as of December 31, 2019:
    (i) Sole power to vote or to direct the vote

 

Venrock Associates IV, L.P.   0 
Venrock Partners, L.P.   0 
Venrock Entrepreneurs Fund IV, L.P.   0 
Venrock Management IV, LLC   0 
Venrock Partners Management, LLC   0 
VEF Management IV, LLC   0 
Venrock Healthcare Capital Partners II, L.P.   0 
VHCP Co-Investment Holdings II, LLC   0 
VHCP Management II, LLC   0 
Venrock Healthcare Capital Partners III, L.P.   0 
VHCP Co-Investment Holdings III, LLC   0 
VHCP Management III, LLC   0 
Nimish Shah   0 
Bong Koh   0 

 

    (ii) Shared power to vote or to direct the vote

 

Venrock Associates IV, L.P.   962,415(1)
Venrock Partners, L.P.   962,415(1)
Venrock Entrepreneurs Fund IV, L.P.   962,415(1)
Venrock Management IV, LLC   962,415(1)
Venrock Partners Management, LLC   962,415(1)
VEF Management IV, LLC   962,415(1)
Venrock Healthcare Capital Partners II, L.P.   3,553,583(2)
VHCP Co-Investment Holdings II, LLC   3,553,583(2)
VHCP Management II, LLC   3,553,583(2)
Venrock Healthcare Capital Partners III, L.P.   3,553,583(2)
VHCP Co-Investment Holdings III, LLC   3,553,583(2)
VHCP Management III, LLC   3,553,583(2)
Nimish Shah   3,553,583(2)
Bong Koh   3,553,583(2)

 

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CUSIP No. 078771102
 
    (iii) Sole power to dispose or to direct the disposition of

 

Venrock Associates IV, L.P.   0 
Venrock Partners, L.P.   0 
Venrock Entrepreneurs Fund IV, L.P.   0 
Venrock Management IV, LLC   0 
Venrock Partners Management, LLC   0 
VEF Management IV, LLC   0 
Venrock Healthcare Capital Partners II, L.P.   0 
VHCP Co-Investment Holdings II, LLC   0 
VHCP Management II, LLC   0 
Venrock Healthcare Capital Partners III, L.P.   0 
VHCP Co-Investment Holdings III, LLC   0 
VHCP Management III, LLC   0 
Nimish Shah   0 
Bong Koh   0 

 

    (iv) Shared power to dispose or to direct the disposition of

 

Venrock Associates IV, L.P.   962,415(1)
Venrock Partners, L.P.   962,415(1)
Venrock Entrepreneurs Fund IV, L.P.   962,415(1)
Venrock Management IV, LLC   962,415(1)
Venrock Partners Management, LLC   962,415(1)
VEF Management IV, LLC   962,415(1)
Venrock Healthcare Capital Partners II, L.P.   3,553,583(2)
VHCP Co-Investment Holdings II, LLC   3,553,583(2)
VHCP Management II, LLC   3,553,583(2)
Venrock Healthcare Capital Partners III, L.P.   3,553,583(2)
VHCP Co-Investment Holdings III, LLC   3,553,583(2)
VHCP Management III, LLC   3,553,583(2)
Nimish Shah   3,553,583(2)
Bong Koh   3,553,583(2)

 

 
(1)Consists of 783,407 shares held by VA4, 159,761 shares held by VP and 19,247 shares held by VEF4.
(2) Consists of (i) 2,255,311 shares of common stock beneficially owned by VHCP2, which includes 1,786,346 shares underlying immediately exercisable warrants; (ii) 914,317 shares of common stock beneficially owned by VHCP Co-2, which includes 724,195 shares underlying immediately exercisable warrants; (iii) 349,052 shares of common stock held by VHCP3 and (iv) 34,903 shares of common stock held by VHCP Co-3. The VHCP Entities beneficially own an aggregate of 2,510,541 shares underlying immediately exercisable warrants. These warrants consist of (i) a warrant to purchase 2,952,442 shares of common stock held by VHCP2 and (ii) a warrant to purchase 1,196,936 shares of common stock held by VHCP Co-2. These warrants are subject to a beneficial ownership limitation pursuant to which the holder is prohibited from exercising these warrants to the extent that the holder (together with its affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares pursuant to the warrant exercise, subject to specified conditions and exceptions.  The 2,510,541 shares underlying immediately exercisable warrants reflects the number of shares that may be issued under these warrants that would result in the VHCP Entities having beneficial ownership of 4.99%. The Venrock IV Entities and the VHCP Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.  However, if the Venrock IV Entities and the VHCP Entities would be deemed to be a “group,” then the aggregate number of shares of common stock underlying immediately exercisable warrants would be 1,497,579, and the percentage of beneficial ownership of the VHCP Entities would be 3.6%.
(3)This percentage is calculated based upon 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020.
(4)This percentage is calculated based upon (i) 68,703,548 shares of common stock outstanding as of December 24, 2019, as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2020 plus (ii) 2,510,541 shares of common stock underlying immediately exercisable warrants held by the Reporting Persons.

 

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. 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 or Control Person
  Not Applicable

 

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CUSIP No. 078771102
 
Item 8. Identification and Classification of Members of the Group
  Not Applicable
 
Item 9. Notice of Dissolution of a Group
  Not Applicable

 

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CUSIP No. 078771102
 
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.

 

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 14, 2020  
   
Venrock Associates IV, L.P.  
   
By: Venrock Management IV, LLC  
  its General Partner  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
Venrock Partners, L.P.  
   
By: Venrock Partners Management, LLC  
  its General Partner  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
Venrock Entrepreneurs Fund IV, L.P.  
   
By: VEF Management IV, LLC  
  its General Partner  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
Venrock Management IV, LLC  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
Venrock Partners Management, LLC  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
VEF Management IV, LLC  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  

 

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Venrock Healthcare Capital Partners II, L.P.  
   
By: VHCP Management II, LLC,  
  its General Partner  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
VHCP Co-Investment Holdings II, LLC  
   
By: VHCP Management II, LLC,  
  its Manager  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
VHCP Management II, LLC  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
Venrock Healthcare Capital Partners III, L.P.  
   
By: VHCP Management III, LLC,  
  its General Partner  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
VHCP Co-Investment Holdings III, LLC  
   
By: VHCP Management III, LLC,  
  its Manager  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
VHCP Management III, LLC  
   
By: /s/ David L. Stepp  
  Name: David L. Stepp  
  Title: Authorized Signatory  
   
/s/ David L. Stepp, as attorney-in-fact  
Nimish Shah  
   
/s/ David L. Stepp, as attorney-in-fact  
Bong Koh  

 

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CUSIP No. 078771102
 

EXHIBITS

 

A: Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2019)
B: Power of Attorney for Bong Koh (incorporated by reference to Exhibit B to the Schedule 13G filed with the Securities and Exchange Commission on October 10, 2017)
C: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit C to the Schedule 13G filed with the Securities and Exchange Commission on October 10, 2017)

 

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