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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

OPHTHOTECH CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

683745103

(CUSIP Number)

October 30, 2018

(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. 683745103

13G

 

 

 

1

Names of Reporting Persons
Versant Side Fund IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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
31,577 Shares

 

6

Shared Voting Power
0 Shares

 

7

Sole Dispositive Power
31,577 Shares

 

8

Shared Dispositive Power
0 Shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,577 Shares

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.1% (2)

 

 

12

Type of Reporting Person
PN

 

(1)       This Schedule 13G is filed by Versant Side Fund IV, L.P., a Delaware limited partnership (“VSF IV”), Versant Venture Capital IV, L.P., a Delaware limited partnership (“VVC IV”) and Versant Ventures IV, LLC, a Delaware limited liability company (“VV IV”) (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)       This percentage is calculated based upon 41,266,671 shares of Common Stock outstanding as of October 30, 2018, as set forth in the Issuer’s most recent Current Report on Form 8-K filed with the Securities and Exchange Commissions on October 31, 2018.

 

2

 

CUSIP No. 683745103

13G

 

 

 

1

Names of Reporting Persons
Versant Venture Capital IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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
5,012,624 Shares

 

6

Shared Voting Power
0 Shares

 

7

Sole Dispositive Power
5,012,624 Shares

 

8

Shared Dispositive Power
0 Shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,012,624 Shares

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.1% (2)

 

 

12

Type of Reporting Person
PN

 

(1)       This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)       This percentage is calculated based upon 41,266,671 shares of Common Stock outstanding as of October 30, 2018, as set forth in the Issuer’s most recent Current Report on Form 8-K filed with the Securities and Exchange Commissions on October 31, 2018.

 

3

 

CUSIP No. 683745103

13G

 

 

 

1

Names of Reporting Persons
Versant Ventures IV, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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 Shares (1)

 

6

Shared Voting Power
5,044,201 Shares (2)

 

7

Sole Dispositive Power
0 Shares (1)

 

8

Shared Dispositive Power
5,044,201 Shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,044,201 Shares (2)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.2% (3)

 

 

12

Type of Reporting Person
OO

 

(1)       This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)       VV IV serves as the sole general partner of VSF IV and VVC IV and owns no securities of the Issuer directly.

 

(3)       This percentage is calculated based upon 41,266,671 shares of Common Stock outstanding as of October 30, 2018, as set forth in the Issuer’s most recent Current Report on Form 8-K filed with the Securities and Exchange Commissions on October 31, 2018.

 

4

 

CUSIP No. 683745103

13G

 

 

Item 1 (a).

Name of Issuer:
Ophthotech Corp.

Item 1 (b).

Address of Issuer’s Principal Executive Offices:
One Penn Plaza, 35th Floor

New York, NY  10119

 

 

Item 2 (a).

Name of Person(s) Filing:
Versant Side Fund IV, L.P. (“VSF IV”)

Versant Venture Capital IV, L.P. (“VVC IV”)

Versant Ventures IV, LLC (“VV IV”)

Item 2 (b).

Address of Principal Business Office, or, if none, Residence:
c/o Versant Venture Management, LLC

One Sansome Street, Suite 3630

San Francisco, CA  94104

Item 2 (c).

Citizenship:

Delaware

Item 2 (d).

Title of Class of Securities:
Common Stock

Item 2 (e).

CUSIP No.:
683745103

 

Item 3.

Not Applicable.

 

 

Item 4.

Ownership

 

 

The following information with respect to the ownership of the common stock by the Reporting Persons filing this statement on Schedule 13G is provided as of October 30, 2018.

 

Reporting Person

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class(1)

 

VSF IV

 

31,577

 

31,577

 

0

 

31,577

 

0

 

31,577

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VVC IV

 

5,012,624

 

5,012,624

 

0

 

5,012,624

 

0

 

5,012,624

 

12.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VV IV(2)

 

0

 

0

 

5,044,201

 

0

 

5,044,201

 

5,044,201

 

12.2

%

 

(1) This percentage is calculated based upon 41,266,671 shares of Common Stock outstanding as of October 30, 2018.

(2) VV IV serves as the sole general partner of VSF IV and VVC IV and owns no securities of the Issuer directly.

 

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 persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

5

 

CUSIP No. 683745103

13G

 

 

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 Group

Not applicable

 

Item 10.

Certifications

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.

 

6

 

CUSIP No. 683745103

13G

 

 

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: November 9, 2018

 

 

Versant Side Fund IV, L.P.

By: Versant Ventures IV, LLC, its General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

Name:

Robin L. Praeger, Managing Member

 

 

 

 

Versant Venture Capital IV, L.P.

By: Versant Ventures IV, LLC, its General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

Name:

Robin L. Praeger, Managing Member

 

 

 

 

Versant Ventures IV, LLC

 

 

 

 

By:

/s/ Robin L. Praeger

 

Name:

Robin L. Praeger, Managing Member

 

7

 

EXHIBIT INDEX

 

Exhibit No.

 

 

 

 

 

99.1

 

Joint Filing Agreement pursuant to 13d-1(k)(1).

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Ophthotech Corp., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.

 

Dated: November 9, 2018

 

 

Versant Side Fund IV, L.P.

By: Versant Ventures IV, LLC, its General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

Name:

Robin L. Praeger, Managing Member

 

 

 

 

Versant Venture Capital IV, L.P.

By: Versant Ventures IV, LLC, its General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

Name:

Robin L. Praeger, Managing Member

 

 

 

 

Versant Ventures IV, LLC

By:  Versant Ventures IV, LLC, its General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

Name:

Robin L. Praeger, Managing Member