SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. )*
Tetraphase Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88165N105
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting 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).
13 G
| CUSIP No. 88165N105 | Page 2 of 10 Pages |
| 1 | Names of reporting persons
Excel Medical Fund, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Delaware, United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 shares of Common Stock | ||||
| 6 | Shared voting power
1,468,505 shares of Common Stock (2) | |||||
| 7 | Sole dispositive power
0 shares of Common Stock | |||||
| 8 | Shared dispositive power
1,468,505 shares of Common Stock (2) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,468,505 (2) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
5.8% (3) | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by Excel Medical Fund, L.P (“Excel Medical”), Excel Medical Ventures, LLC (“Excel”), Enrico Petrillo (“Petrillo”), Frederick R. Blume (“Blume”), Steven R. Gullans (“Gullans”) and Juan Enriquez, (“Enriquez” and, together with each of the foregoing, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | 1,468,505 shares are held by Excel Medical. Excel serves as the general partner of Excel Medical. As such, Excel possesses power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical. Petrillo, Blume, Gullans and Enriquez are managers of Excel. As such, Petrillo, Blume, Gullans and Enriquez possess power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. |
| (3) | This percentage is calculated based upon 25,176,298 shares of the Common Stock outstanding as of November 13, 2013 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2013, filed with the Securities and Exchange Commission on November 14, 2013. |
13 G
| CUSIP No. 88165N105 | Page 3 of 10 Pages |
| 1 | Names of reporting persons
Excel Medical Ventures, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Delaware, United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 shares of Common Stock | ||||
| 6 | Shared voting power
1,468,505 shares of Common Stock (2) | |||||
| 7 | Sole dispositive power
0 shares of Common Stock | |||||
| 8 | Shared dispositive power
1,468,505 shares of Common Stock (2) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,468,505 (2) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
5.8% (3) | |||||
| 12 | Type of reporting person (see instructions)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | 1,468,505 shares are held by Excel Medical. Excel serves as the general partner of Excel Medical. As such, Excel possesses power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical. Petrillo, Blume, Gullans and Enriquez are managers of Excel. As such, Petrillo, Blume, Gullans and Enriquez possess power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. |
| (3) | This percentage is calculated based upon 25,176,298 shares of the Common Stock outstanding as of November 13, 2013 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2013, filed with the Securities and Exchange Commission on November 14, 2013. |
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| CUSIP No. 88165N105 | Page 4 of 10 Pages |
| 1 | Names of reporting persons
Enrico Petrillo | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
10,000 shares of Common Stock (2) | ||||
| 6 | Shared voting power
1,468,505 shares of Common Stock (3) | |||||
| 7 | Sole dispositive power
10,000 shares of Common Stock (2) | |||||
| 8 | Shared dispositive power
1,468,505 shares of Common Stock (3) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,478,505 (3) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
5.9% (4) | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | 10,000 shares are held by L. Davinci LLC. Petrillo is the Managing Member of L. Davinci LLC. As such, Petrillo possesses power to direct the voting and disposition of the shares owned by L. Davinci LLC and may be deemed to have indirect beneficial ownership of the shares held by L. Davinci LLC. |
| (3) | 1,468,505 shares are held by Excel Medical. Excel serves as the general partner of Excel Medical. As such, Excel possesses power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical. Petrillo, Blume, Gullans and Enriquez are managers of Excel. As such, Petrillo, Blume, Gullans and Enriquez possess power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. |
| (4) | This percentage is calculated based upon 25,176,298 shares of the Common Stock outstanding as of November 13, 2013 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2013, filed with the Securities and Exchange Commission on November 14, 2013. |
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| CUSIP No. 88165N105 | Page 5 of 10 Pages |
| 1 | Names of reporting persons
Frederick R. Blume | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
3,650 shares of Common Stock (2) | ||||
| 6 | Shared voting power
1,468,505 shares of Common Stock (3) | |||||
| 7 | Sole dispositive power
3,650 shares of Common Stock (2) | |||||
| 8 | Shared dispositive power
1,468,505 shares of Common Stock (3) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,472,155 (3) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
5.8% (4) | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Of such 3,650 shares, 800 shares are held by Frederick R. Blume Rollover IRA, 850 shares are held by Frederick R. Blume S.E.P. IRA, and 2,000 shares are held by Frederick R. Blume Living Trust Dated June 2, 2005 (the “Blume Trust”). Blume is a trustee of the Blume Trust. As such, Blume possesses power to direct the voting and disposition of the shares owned by the Blume Trust and may be deemed to have indirect beneficial ownership of the shares held by the Blume Trust. |
| (3) | 1,468,505 shares are held by Excel Medical. Excel serves as the general partner of Excel Medical. As such, Excel possesses power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical. Petrillo, Blume, Gullans and Enriquez are managers of Excel. As such, Petrillo, Blume, Gullans and Enriquez possess power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. |
| (4) | This percentage is calculated based upon 25,176,298 shares of the Common Stock outstanding as of November 13, 2013 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2013, filed with the Securities and Exchange Commission on November 14, 2013. |
13 G
| CUSIP No. 88165N105 | Page 6 of 10 Pages |
| 1 | Names of reporting persons
Steven R. Gullans | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 shares of Common Stock | ||||
| 6 | Shared voting power
1,468,505 shares of Common Stock (2) | |||||
| 7 | Sole dispositive power
0 shares of Common Stock | |||||
| 8 | Shared dispositive power
1,468,505 shares of Common Stock (2) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,468,505 (2) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
5.8% (3) | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | 1,468,505 shares are held by Excel Medical. Excel serves as the general partner of Excel Medical. As such, Excel possesses power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical. Petrillo, Blume, Gullans and Enriquez are managers of Excel. As such, Petrillo, Blume, Gullans and Enriquez possess power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. |
| (3) | This percentage is calculated based upon 25,176,298 shares of the Common Stock outstanding as of November 13, 2013 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2013, filed with the Securities and Exchange Commission on November 14, 2013. |
13 G
| CUSIP No. 88165N105 | Page 7 of 10 Pages |
| 1 | Names of reporting persons
Juan Enriquez | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
21,875 shares of Common Stock (2) | ||||
| 6 | Shared voting power
1,468,505 shares of Common Stock (3) | |||||
| 7 | Sole dispositive power
21,875 shares of Common Stock (2) | |||||
| 8 | Shared dispositive power
1,468,505 shares of Common Stock (3) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,490,380 (3) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
5.9% (3) | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Of such 21,875 shares, 9,375 shares are held by Bank of America N.A. Custodian for Juan Enriquez Custodial Agreement Dated November 18, 2011 (the “Enriquez Trust”). Enriquez is a trustee of the Enriquez Trust. As such, Enriquez possesses power to direct the voting and disposition of the shares owned by the Enriquez Trust and may be deemed to have indirect beneficial ownership of the shares held by the Enriquez Trust. |
| (3) | 1,468,505 shares are held by Excel Medical. Excel serves as the general partner of Excel Medical. As such, Excel possesses power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical. Petrillo, Blume, Gullans and Enriquez are managers of Excel. As such, Petrillo, Blume, Gullans and Enriquez possess power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. |
| (4) | This percentage is calculated based upon 25,176,298 shares of the Common Stock outstanding as of November 13, 2013 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2013, filed with the Securities and Exchange Commission on November 14, 2013. |
13 G
| CUSIP No. 88165N105 | Page 8 of 10 Pages |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Tetraphase Pharmaceuticals, Inc. (the “Issuer”).
| Item 1(a) | Name of Issuer: |
| Item 1(b) | Address of issuer’s principal executive offices: |
Tetraphase Pharmaceuticals, Inc.
480 Arsenal Street, Suite 110
Watertown, Massachusetts 02472
USA
| Items 2(a) | Name of Reporting Persons filing: |
Excel Medical Fund, L.P. (“Excel Medical”)
Excel Medical Ventures, LLC (“Excel”)
Enrico Petrillo (“Petrillo”)
Frederick R. Blume (“Blume”)
Steven R. Gullans (“Gullans”)
Juan Enriquez (“Enriquez”)
| Item 2(b) | Address or principal business office or, if none, residence: |
Prudential Tower
800 Boylston Street, Suite 2825
Boston MA 02199
| Item 2(c) | Citizenship: |
| Name |
Citizenship or Place of Organization | |||
| Excel Medical | Delaware, United States of America | |||
| Excel | Delaware, United States of America | |||
| Petrillo | United States of America | |||
| Blume | United States of America | |||
| Gullans | United States of America | |||
| Enriquez | United States of America | |||
| Item 2(d) | Title of class of securities: |
Common Stock
| Item 2(e) | CUSIP No.: |
88165N105
| Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a: |
Not applicable.
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| CUSIP No. 88165N105 | Page 9 of 10 Pages |
| Item 4 | Ownership |
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013:
| Reporting Persons |
Shares of Common Stock Held Directly (1) (2) |
Sole Voting Power (1) |
Shared Voting Power (1) (2) |
Sole Dispositive Power (1) |
Shared Dispositive Power (1) (2) |
Beneficial Ownership (1) (2) |
Percentage of Class (1, 3) |
|||||||||||||||||||||
| Excel Medical |
1,468,505 | 0 | 1,468,505 | 0 | 1,468,505 | 1,468,505 | 5.8 | % | ||||||||||||||||||||
| Excel |
0 | 0 | 1,468,505 | 0 | 1,468,505 | 1,468,505 | 5.8 | % | ||||||||||||||||||||
| Petrillo |
0 | 10,000 | (4) | 1,468,505 | 10,000 | (4) | 1,468,505 | 1,478,505 | 5.9 | % | ||||||||||||||||||
| Blume |
0 | 3,650 | (5) | 1,468,505 | 3,650 | (5) | 1,468,505 | 1,472,155 | 5.8 | % | ||||||||||||||||||
| Gullans |
0 | 0 | 1,468,505 | 0 | 1,468,505 | 1,468,505 | 5.8 | % | ||||||||||||||||||||
| Enriquez |
12,500 | 21,875 | (6) | 1,468,505 | 21,875 | (6) | 1,468,505 | 1,490,380 | 5.9 | % | ||||||||||||||||||
| (1) | Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons. |
| (2) | 1,468,505 shares are held by Excel Medical. Excel serves as the general partner of Excel Medical. As such, Excel possesses power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical. Petrillo, Blume, Gullans and Enriquez are managers of Excel. As such, Petrillo, Blume, Gullans and Enriquez possess power to direct the voting and disposition of the shares owned by Excel Medical and may be deemed to have indirect beneficial ownership of the shares held by Excel Medical; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. |
| (3) | This percentage is calculated based upon 25,176,298 shares of the Common Stock outstanding as of November 13, 2013 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2013, filed with the Securities and Exchange Commission on November 14, 2013. |
| (4) | 10,000 shares are held by L. Davinci LLC. Petrillo is the Managing Member of L. Davinci LLC. As such, Petrillo possesses power to direct the voting and disposition of the shares owned by L. Davinci LLC and may be deemed to have indirect beneficial ownership of the shares held by L. Davinci LLC. |
| (5) | Of such 3,650 shares, 800 shares are held by Frederick R. Blume Rollover IRA, 850 shares are held by Frederick R. Blume S.E.P. IRA, and 2,000 shares are held by Frederick R. Blume Living Trust Dated June 2, 2005 (the “Blume Trust”). Blume is a trustee of the Blume Trust. As such, Blume possesses power to direct the voting and disposition of the shares owned by the Blume Trust and may be deemed to have indirect beneficial ownership of the shares held by the Blume Trust. |
| (6) | Of such 21,875 shares, 9,375 shares are held by Bank of America N.A. Custodian for Juan Enriquez Custodial Agreement Dated November 18, 2011 (the “Enriquez Trust”). Enriquez is a trustee of the Enriquez Trust. As such, Enriquez possesses power to direct the voting and disposition of the shares owned by the Enriquez Trust and may be deemed to have indirect beneficial ownership of the shares held by the Enriquez Trust. |
| Item 5 | Ownership of 5 Percent or Less of a Class |
Not applicable.
| Item 6 | Ownership of More than 5 Percent on Behalf of Another Person |
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: ¨
| 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 |
Not applicable.
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| CUSIP No. 88165N105 | Page 10 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2014
| EXCEL MEDICAL FUND, L.P. | ||
| BY: |
EXCEL MEDICAL VENTURES, LLC | |
| ITS: |
GENERAL PARTNER | |
| By: |
/s/ Steven R. Gullans | |
| Manager | ||
| EXCEL MEDICAL VENTURES, LLC | ||
| /s/ Steven R. Gullans Manager | ||
| /s/ Enrico Petrillo Enrico Petrillo | ||
| /s/ Frederick R. Blume Frederick R. Blume | ||
| /s/ Steven R. Gullans Steven R. Gullans | ||
| /s/ Juan Enriquez Juan Enriquez | ||
| Exhibit(s): | ||
| Exhibit 99.1: | Joint Filing Statement | |
Page 10
13 G
| CUSIP No. 31816Q 10 1 |
Exhibit 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Tetraphase Pharmaceuticals, Inc.
Dated: February 14, 2014
| EXCEL MEDICAL FUND, L.P. | ||
| BY: | EXCEL MEDICAL VENTURES, LLC | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Steven R. Gullans | |
| Manager | ||
| EXCEL MEDICAL VENTURES, LLC | ||
| /s/ Steven R. Gullans Manager | ||
| /s/ Enrico Petrillo Enrico Petrillo | ||
| /s/ Frederick R. Blume Frederick R. Blume | ||
| /s/ Steven R. Gullans Steven R. Gullans | ||
| /s/ Juan Enriquez Juan Enriquez | ||
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