UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Bellerophon Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

078771102

(CUSIP Number)

December 31, 2016

(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)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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)

x(1)

 

 

(b)

o

 

 

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)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0%(3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)

Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (the general partner of VA4), Venrock Partners Management, LLC (the general partner of VP) and VEF Management IV, LLC (the general partner of VEF4) are members of a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of 783,407 shares of common stock owned by VA4, 159,761 shares of common stock owned by VP and 19,247 shares of common stock owned by VEF4.

 

 

(3)

This percentage is calculated based upon 31,702,624 shares of the Issuer’s common stock outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

 

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)

x(1)

 

 

(b)

o

 

 

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)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0%(3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)

Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (the general partner of VA4), Venrock Partners Management, LLC (the general partner of VP) and VEF Management IV, LLC (the general partner of VEF4) are members of a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of 783,407 shares of common stock owned by VA4, 159,761 shares of common stock owned by VP and 19,247 shares of common stock owned by VEF4.

 

 

(3)

This percentage is calculated based upon 31,702,624 shares of the Issuer’s common stock outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

 

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)

x(1)

 

 

(b)

o

 

 

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)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0%(3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)

Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (the general partner of VA4), Venrock Partners Management, LLC (the general partner of VP) and VEF Management IV, LLC (the general partner of VEF4) are members of a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of 783,407 shares of common stock owned by VA4, 159,761 shares of common stock owned by VP and 19,247 shares of common stock owned by VEF4.

 

 

(3)

This percentage is calculated based upon 31,702,624 shares of the Issuer’s common stock outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

 

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)

x(1)

 

 

(b)

o

 

 

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)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0%(3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (the general partner of VA4), Venrock Partners Management, LLC (the general partner of VP) and VEF Management IV, LLC (the general partner of VEF4) are members of a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of 783,407 shares of common stock owned by VA4, 159,761 shares of common stock owned by VP and 19,247 shares of common stock owned by VEF4.

 

 

(3)

This percentage is calculated based upon 31,702,624 shares of the Issuer’s common stock outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

 

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)

x(1)

 

 

(b)

o

 

 

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)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0%(3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (the general partner of VA4), Venrock Partners Management, LLC (the general partner of VP) and VEF Management IV, LLC (the general partner of VEF4) are members of a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of 783,407 shares of common stock owned by VA4, 159,761 shares of common stock owned by VP and 19,247 shares of common stock owned by VEF4.

 

 

(3)

This percentage is calculated based upon 31,702,624 shares of the Issuer’s common stock outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

 

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)

x(1)

 

 

(b)

o

 

 

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)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0%(3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

Venrock Associates IV, L.P. (“VA4”), Venrock Partners, L.P. (“VP”), Venrock Entrepreneurs Fund IV, L.P. (“VEF4”), Venrock Management IV, LLC (the general partner of VA4), Venrock Partners Management, LLC (the general partner of VP) and VEF Management IV, LLC (the general partner of VEF4) are members of a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of 783,407 shares of common stock owned by VA4, 159,761 shares of common stock owned by VP and 19,247 shares of common stock owned by VEF4.

 

 

(3)

This percentage is calculated based upon 31,702,624 shares of the Issuer’s common stock outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

 

7


 

CUSIP No. 078771102

 

Introductory Note: This Statement on Schedule 13G/A is filed on behalf of 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 (“Venrock Management”), Venrock Partners Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VP Management”), and VEF Management IV, LLC, a limited liability company organized under the laws of the State of Delaware (“VEF Management” and collectively with VA4, VP, VEF4, Venrock Management and VP Management, the “Venrock Entities”) in respect of shares of common stock of Bellerophon Therapeutics, Inc.

 

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

 

(b)           Address of Principal Business Office or, if none, Residence

New York Office:

 

Palo Alto Office:

 

Boston Office:

530 Fifth Avenue

 

3340 Hillview Avenue

 

34 Farnsworth Street

22nd Floor

 

Palo Alto, CA 94304

 

3rd Floor

New York, NY 10036

 

 

 

Boston, MA 02210

 

(c)           Citizenship

Each of VA4, VP and VEF4 are limited partnerships organized in the State of Delaware. Each of Venrock Management, VP Management and VEF Management are limited liability companies organized in the State of Delaware.

 

8


 

CUSIP No. 078771102

 

(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, 2016:

 

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)

 

(b) Percent of Class as of December 31, 2016:

 

Venrock Associates IV, L.P.

 

3.0

%(2)

Venrock Partners, L.P.

 

3.0

%(2)

Venrock Entrepreneurs Fund IV, L.P.

 

3.0

%(2)

Venrock Management IV, LLC

 

3.0

%(2)

Venrock Partners Management, LLC

 

3.0

%(2)

VEF Management IV, LLC

 

3.0

%(2)

 

(c) Number of shares as to which the person has, as of December 31, 2016:

 

(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

 

 

9


 

CUSIP No. 078771102

 

(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)

 

(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

 

 

(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)

 

(1)

These shares are owned directly as follows: 783,407 shares are owned by VA4, 159,761 shares are owned by VP and 19,247 shares are owned by VEF4.

 

 

(2)

This percentage is calculated based upon 31,702,624 shares of the Issuer’s common stock outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

 

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

 

10


 

CUSIP No. 078771102

 

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

 

Not Applicable

 

Item 9.   Notice of Dissolution of a Group

 

Not Applicable

 

Item 10. Certification

 

Not Applicable

 

11


 

CUSIP No. 078771102

 

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, 2017

 

 

 

 

 

Venrock Associates IV, L.P.

 

 

 

By:

Venrock Management IV, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ David Stepp

 

 

Authorized Signatory

 

 

 

Venrock Partners, L.P.

 

 

 

By:

Venrock Partners Management, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ David Stepp

 

 

Authorized Signatory

 

 

 

Venrock Entrepreneurs Fund IV, L.P.

 

 

 

By:

VEF Management IV, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ David Stepp

 

 

Authorized Signatory

 

 

 

 

 

Venrock Management IV, LLC

 

 

 

 

By:

/s/ David Stepp

 

 

Authorized Signatory

 

 

 

 

 

Venrock Partners Management, LLC

 

 

 

 

By:

/s/ David Stepp

 

 

Authorized Signatory

 

 

 

 

 

VEF Management IV, LLC

 

 

 

 

By:

/s/ David Stepp

 

 

Authorized Signatory

 

 

12


 

CUSIP No. 078771102

 

EXHIBIT

 

A:

Joint Filing Agreement (Incorporated by reference to Exhibit A to Schedule 13G filed on February 16, 2016)

 

13