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SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

DECIPHERA PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

24344T101

(CUSIP Number)

 

New Leaf Ventures

420 Lexington Avenue, Suite 408

New York, NY 10170

Attn: Craig Slutzkin

(646) 871-6400

  

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

One Marina Park Drive, Suite 900

Boston, MA 02210

Attn: Jay K. Hachigian, Esq.

(617) 648-9100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 16, 2019

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

 

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 to whom copies are to be sent.

 

 

 

*

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

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 24344T101

 

  1.   

Names of Reporting Persons.

 

New Leaf Ventures III, L.P. (“NLV III”)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

☐

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

1,703,886 shares, except that (a) New Leaf Venture Associates III, L.P. (“NLV Associates III”), the sole general partner of NLV III, may be deemed to have sole power to vote such shares, (b) New Leaf Venture Management III, L.L.C. (“NLV Management III”), the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote such shares, and (c) Ronald M. Hunt (“Hunt”) and Vijay K. Lathi (“Lathi”), the sole managers of NLV Management III, may be deemed to have shared power to vote such shares.

     8.   

Shared Voting Power

 

See response to row 7.

     9.   

Sole Dispositive Power

 

1,703,886 shares, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of such shares, and (c) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of such shares.

   10.   

Shared Dispositive Power

 

See response to row 9.

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,703,886

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐

13.  

Percent of Class Represented by Amount in Row (11)

 

3.5%1

14.  

Type of Reporting Person (See Instructions)

 

PN

 

1 

Based on 49,025,918 shares of Common Stock outstanding following the Issuer’s follow-on public offering, as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 24344T101

 

  1.   

Names of Reporting Persons.

 

New Leaf Biopharma Opportunities I, L.P. (“Biopharma I”)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

☐

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

1,867,871 shares, except that (a) New Leaf BPO Associates I, L.P. (“NLBA I”), the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares, (b) NLV Management III, the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares, and (c) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote such shares.

     8.   

Shared Voting Power

 

See response to row 7.

     9.   

Sole Dispositive Power

 

1,867,871 shares, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares, and (c) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of such shares.

   10.   

Shared Dispositive Power

 

See response to row 9.

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,867,871

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐

13.  

Percent of Class Represented by Amount in Row (11)

 

3.8%1

14.  

Type of Reporting Person (See Instructions)

 

PN

 

1 

Based on 49,025,918 shares of Common Stock outstanding following the Issuer’s follow-on public offering, as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 24344T101

 

  1.   

Names of Reporting Persons.

 

New Leaf Venture Associates III, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

☐

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

1,703,886 shares, all of which are owned by NLV III, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote such shares, and (c) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote such shares.

     8.   

Shared Voting Power

 

See response to row 7.

     9.   

Sole Dispositive Power

 

1,703,886 shares, all of which are owned by NLV III, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of such shares, and (c) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of such shares.

   10.   

Shared Dispositive Power

 

See response to row 9.

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,703,886

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐

13.  

Percent of Class Represented by Amount in Row (11)

 

3.5%1

14.  

Type of Reporting Person (See Instructions)

 

PN

 

1 

Based on 49,025,918 shares of Common Stock outstanding following the Issuer’s follow-on public offering, as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 24344T101

 

  1.   

Names of Reporting Persons.

 

New Leaf BPO Associates I, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

☐

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

1,867,871 shares, all of which are owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares, (b) NLV Management III, the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares, and (c) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote such shares.

     8.   

Shared Voting Power

 

See response to row 7.

     9.   

Sole Dispositive Power

 

1,867,871 shares, all of which are owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares, and (c) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of such shares.

   10.   

Shared Dispositive Power

 

See response to row 9.

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,867,871

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐

13.  

Percent of Class Represented by Amount in Row (11)

 

3.8%1

14.  

Type of Reporting Person (See Instructions)

 

PN

 

1 

Based on 49,025,918 shares of Common Stock outstanding following the Issuer’s follow-on public offering, as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 24344T101

 

  1.   

Names of Reporting Persons.

 

New Leaf Venture Management III, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

☐

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

3,571,757 shares, of which (i) 1,703,886 shares are directly owned by NLV III, and (ii) 1,867,871 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, and (d) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote all of such shares.

     8.   

Shared Voting Power

 

See response to row 7.

     9.   

Sole Dispositive Power

 

3,571,757 shares, of which (i) 1,703,886 shares are directly owned by NLV III, and (ii) 1,867,871 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, and (d) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of all of such shares.

   10.   

Shared Dispositive Power

 

See response to row 9.

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,571,757

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐

13.  

Percent of Class Represented by Amount in Row (11)

 

7.3%1

14.  

Type of Reporting Person (See Instructions)

 

OO

 

1 

Based on 49,025,918 shares of Common Stock outstanding following the Issuer’s follow-on public offering, as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 24344T101

 

  1.   

Names of Reporting Persons.

 

Ronald M. Hunt

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

☐

  6.  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

See response to row 8.

     8.   

Shared Voting Power

 

3,571,757 shares, of which (i) 1,703,886 shares are directly owned by NLV III, and (ii) 1,867,871 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, and (d) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote all of such shares.

     9.   

Sole Dispositive Power

 

See response to row 10.

   10.   

Shared Dispositive Power

 

3,571,757 shares, of which (i) 1,703,886 shares are directly owned by NLV III, and (ii) 1,867,871 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, and (d) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of all of such shares.

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,571,757

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐

13.  

Percent of Class Represented by Amount in Row (11)

 

7.3%1

14.  

Type of Reporting Person (See Instructions)

 

IN

 

1 

Based on 49,025,918 shares of Common Stock outstanding following the Issuer’s follow-on public offering, as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 24344T101

 

  1.   

Names of Reporting Persons.

 

Vijay K. Lathi

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

☐

  6.  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

See response to row 8.

     8.   

Shared Voting Power

 

3,571,757 shares, of which (i) 1,703,886 shares are directly owned by NLV III, and (ii) 1,867,871 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to vote all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, and (d) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to vote all of such shares.

     9.   

Sole Dispositive Power

 

See response to row 10.

   10.   

Shared Dispositive Power

 

3,571,757 shares, of which (i) 1,703,886 shares are directly owned by NLV III, and (ii) 1,867,871 shares are directly owned by Biopharma I, except that (a) NLBA I, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares owned by Biopharma I, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLV Management III, as the sole general partner of NLBA I and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma I, and as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, and (d) Hunt and Lathi, the sole managers of NLV Management III, may be deemed to have shared power to dispose of all of such shares.

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,571,757

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐

13.  

Percent of Class Represented by Amount in Row (11)

 

7.3%1

14.  

Type of Reporting Person (See Instructions)

 

IN

 

1 

Based on 49,025,918 shares of Common Stock outstanding following the Issuer’s follow-on public offering, as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 24344T101

 

SCHEDULE 13D

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2017 (the “Original Schedule 13D”), and amended by Amendment No. 1 on June 21, 2018 (“Amendment No. 1” and collectively with the “Original Schedule 13D”, the “Prior Schedule 13D”), by the Reporting Persons. The “Reporting Persons” are, collectively, New Leaf Ventures III, L.P. (“NLV III”), New Leaf Venture Associates III, L.P. (“NLV Associates III”), New Leaf Biopharma Opportunities I, L.P. (“Biopharma I”), New Leaf BPO Associates I, L.P. (“NLBA I”), New Leaf Venture Management III, L.L.C. (“NLV Management III”), Ronald M. Hunt (“Hunt”) and Vijay K. Lathi (“Lathi”). Only those items that are hereby reported are amended; all other items reported in the Prior Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Prior Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:

(a) This Schedule 13D is being filed on behalf of each of the following persons pursuant to Rule 13d-1(k) of Regulation D-G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”): New Leaf Ventures III, L.P. (“NLV III”), New Leaf Venture Associates III, L.P. (“NLV Associates III”), New Leaf Biopharma Opportunities I, L.P. (“Biopharma I”), New Leaf BPO Associates I, L.P. (“NLBA I”), New Leaf Venture Management III, L.L.C. (“NLV Management III”), Ronald M. Hunt (“Hunt”) and Vijay K. Lathi (“Lathi”) are the sole members of NLV Management III, (the foregoing entities and individuals are collectively referred to as the “Reporting Persons”).    Liam Ratcliff, a reporting person on the Prior Schedule 13D, is no longer a member of NLV Management, and accordingly, is no longer a Reporting Person.

(b) The principal business address of each NLV III, NLV Associates III, Biopharma I, NLBA I, NLV Management III, and Hunt is c/o New Leaf Ventures, 420 Lexington Avenue, Suite 408, New York, NY 10170. The address of the principal business office of Lathi is New Leaf Venture Partners, 2730 Sand Hill Road, Suite 110, Menlo Park, CA 94025.

(c) The principal business of each of NLV III and Biopharma I is that of a private investment partnership and to make, hold and dispose of equity and equity-related investments, principally in healthcare, medical device and life sciences companies. The sole general partner of NLV III is NLV Associates III and the sole general partner of Biopharma I is NLBA I. The sole general partner of each of NLV Associates III and NLBA I is NLV Management III. The ultimate general partner of each of NLV III and Biopharma I is NLV Management III. The principal business of NLV Associates III is that of a limited partnership acting as the general partner of NLV III, the principal business of NLBA I is that of a limited partnership acting as the general partner of Biopharma I, and the principal business of NLV Management III is that of a limited liability company acting as the general partner of each of NLV Associates III and NLBA I and the ultimate general partner of each of NLV III and Biopharma I. Hunt and Lathi, are the sole managers of NLV Management III. Each of NLV III, Biopharma I, NLV Associates III and NLBA I is organized as a Delaware limited partnership. NLV Management III is organized as a Delaware limited liability company.

(d) None of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the individuals named in this Item 2 is a citizen of the United States.

Item 4. Purpose of Transaction.

Item 4 of the Prior Schedule 13D is hereby amended to add the following new paragraph:

This Amendment No. 2 is being filed to update the aggregate percentage of Common Stock of the Issuer owned by the Reporting Persons due to sales of the Issuer’s Common Stock by the Reporting Persons on August 15, 2019 and August 16, 2019 as well as dilutive events caused by the Issuer’s sales of additional shares of its Common Stock from time to time since the filing of Amendment No. 1. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Prior Schedule 13D.

CUSIP No. 24344T101

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:

The information reported below is based on a total of 49,025,918 shares of Common Stock outstanding as of August 19, 2019, as reported on the Issuer’s Prospectus Supplement, filed with the SEC on August 15, 2019. This Amendment No. 2 is being filed to update the aggregate percentage of Common Stock of the Issuer owned by the Reporting Persons due to sales of the Issuer’s Common Stock by the Reporting Persons on August 15, 2019 and August 16, 2019 as well as dilution caused by the Issuer’s sales of additional shares of its Common Shares from time to time since the date of the filing of the Prior Schedule 13D. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Prior Schedule 13D.

(a,b) Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person.

Each of the Reporting Persons, except for NLV III with respect to the shares directly owned by it and Biopharma I with respect to the shares directly owned by it, disclaim beneficial ownership of the securities, except to the extent of their respective pecuniary interests therein, if any.

(c) All transactions in the Shares effected during the past 60 days are set forth in Exhibit F attached hereto and incorporated herein by reference.

(d) Under certain circumstances set forth in the limited partnership agreement of each of NLV III, Biopharma I, NLV Associates III, NLBA I and the limited liability company agreement of NLV Management III, the partners and the members of each of such entities, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member.

(e) Not applicable.

CUSIP No. 24344T101

 

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.

Date: August 26, 2019

 

NEW LEAF VENTURES III, L.P.
By:   New Leaf Venture Associates III, L.P.
  By: New Leaf Venture Management III, L.L.C.
By:  

/s/ Craig Slutzkin

  Chief Financial Officer
NEW LEAF BIOPHARMA OPPORTUNITIES I, L.P.
By:   New Leaf BPO Associates I, L.P.
  By: New Leaf Venture Management III, L.L.C.
By:  

/s/ Craig Slutzkin

  Chief Financial Officer
NEW LEAF VENTURE ASSOCIATES III, L.P.
By:   New Leaf Venture Management III, L.L.C.
By:  

/s/ Craig Slutzkin

  Chief Financial Officer
NEW LEAF BPO ASSOCIATES I, L.P.
By:   New Leaf Venture Management III, L.L.C.
By:  

/s/ Craig Slutzkin

  Chief Financial Officer
NEW LEAF VENTURE MANAGEMENT III, L.L.C.
By:  

/s/ Craig Slutzkin

  Chief Financial Officer

CUSIP No. 24344T101

 

RONALD M. HUNT
By:  

*

  Ronald M. Hunt
VIJAY K. LATHI
By:  

*

  Vijay K. Lathi

 

*By:  

/s/ Craig Slutzkin

Name:   Craig Slutzkin
  Attorney-in-Fact

 

 

[This Schedule 13D was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.]

 

EX-99.F

EXHIBIT F

SCHEDULE OF TRANSACTIONS EFFECTED DURING THE LAST 60 DAYS

The following table sets forth all transactions with respect to Shares effected in the last sixty (60) days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares. The table below includes all transactions through August 23, 2019. All such transactions were sales effected in the open market.

 

Transacting Entity

    Trade Date    Buy/Sell    No. of Shares      Price per Share     Security

New Leaf Ventures III, L.P.

    8/15/2019    Sell      71,550      $  36.0911 (1)    Common Stock

New Leaf Biopharma Opportunities I, L.P.

    8/15/2019    Sell      78,450      $ 36.0911 (1)    Common Stock

New Leaf Ventures III, L.P.

    8/16/2019    Sell      95,400      $ 36.6423 (2)    Common Stock

New Leaf Biopharma Opportunities I, L.P.

    8/16/2019    Sell      104,600      $ 36.6423 (2)    Common Stock

New Leaf Ventures III, L.P.

    8/20/2019    Sell      35,775      $ 36.8630 (3)    Common Stock

New Leaf Biopharma Opportunities I, L.P.

    8/20/2019    Sell      39,225      $ 36.8630 (3)    Common Stock

New Leaf Ventures III, L.P.

    8/22/2019    Sell      40,047      $ 36.8513 (4)    Common Stock

New Leaf Biopharma Opportunities I, L.P.

    8/22/2019    Sell      43,910      $ 36.8513 (4)    Common Stock

New Leaf Ventures III, L.P.

    8/23/2019    Sell      11,174      $ 37.3035 (5)    Common Stock

New Leaf Biopharma Opportunities I, L.P.

    8/23/2019    Sell      12,252      $ 37.3035 (5)    Common Stock

 

(1) 

The price reported in the Price per Share column is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $36.00 to $36.64, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 1.

(2) 

The price reported in the Price per Share column is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $36.00 to $37.32, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 2.

(3) 

The price reported in the Price per Share column is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $36.01 to $37.00, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 3.

(4) 

The price reported in the Price per Share column is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $36.30 to $37.74, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 4.

(5) 

The price reported in the Price per Share column is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $37.25 to $37.44, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 5.