SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _____)*
Altus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02216N105
(CUSIP Number)
December 31, 2006
(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)
ý
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons 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).
(Continued on following pages)
Page 1 of 22 Pages
Exhibit Index Contained on Page 20
CUSIP NO. 02216N105 | 13 G | Page 2 of 22 |
1 | NAME OF REPORTING U.S. Venture Partners VIII, L.P. (USVP VIII) Tax ID Number: | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,299,622 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.4% | ||
12 | TYPE OF REPORTING PERSON* PN |
CUSIP NO. 02216N105 | 13 G | Page 3 of 22 |
1 | NAME OF REPORTING USVP VIII Affiliates Fund, L.P. (USVP VIII AF) Tax ID Number: | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 24,288 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% | ||
12 | TYPE OF REPORTING PERSON* PN |
CUSIP NO. 02216N105 | 13 G | Page 4 of 22 |
1 | NAME OF REPORTING USVP Entrepreneur Partners VIII-A, L.P. (USVP EP VIII-A) Tax ID Number: | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 30,968 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% | ||
12 | TYPE OF REPORTING PERSON* PN |
CUSIP NO. 02216N105 | 13 G | Page 5 of 22 |
1 | NAME OF REPORTING USVP Entrepreneur Partners VIII-B, L.P. (USVP EP VIII-B) Tax ID Number: | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 16,543 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% | ||
12 | TYPE OF REPORTING PERSON* PN |
CUSIP NO. 02216N105 | 13 G | Page 6 of 22 |
1 | NAME OF REPORTING Presidio Management Group VIII, L.L.C. Tax ID Number: | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% | ||
12 | TYPE OF REPORTING PERSON* OO |
CUSIP NO. 02216N105 | 13 G | Page 7 of 22 |
1 | NAME OF REPORTING PERSON Timothy Connors | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER 0 Shares | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER 0 Shares | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 8 of 22 |
1 | NAME OF REPORTING PERSON Irwin Federman | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 9 of 22 |
1 | NAME OF REPORTING PERSON Winston Fu | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 10 of 22 |
1 | NAME OF REPORTING PERSON Steven M. Krausz | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 11 of 22 |
1 | NAME OF REPORTING PERSON David Liddle | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 12 of 22 |
1 | NAME OF REPORTING PERSON Jonathan D. Root | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,388,865 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.8% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 13 of 22 |
1 | NAME OF REPORTING PERSON Christopher Rust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 14 of 22 |
1 | NAME OF REPORTING PERSON Philip M. Young | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,371,421 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 02216N105 | 13 G | Page 15 of 22 |
ITEM 1(A).
NAME OF ISSUER
Altus Pharmaceuticals, Inc
ITEM 1(B).
ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES
125 Sidney Street
Cambridge, MA 02139-4807
ITEM 2(A).
NAME OF PERSONS FILING
This Statement is filed by Presidio Management Group VIII, L.L.C., a Delaware limited liability company (PMG VIII), U.S. Venture Partners VIII, L.P., a Delaware limited partnership (USVP VIII), USVP VIII Affiliates Fund, L.P., a Delaware limited partnership (USVP VIII AF), USVP Entrepreneur Partners VIII-A, L.P., a Delaware limited partnership (USVP EP VIII-A), U.S. Entrepreneur Partners VIII-B, a Delaware limited partnership (USVP EP VIII-B), Timothy Connors (Connors), Irwin Federman (Federman), Winston Fu (Fu), Steven M. Krausz (Krausz), David Liddle (Liddle), Jonathan D. Root (Root) Christopher Rust (Rust) and Philip M. Young (Young). The foregoing entities and individuals are collectively referred to as the Reporting Persons.
PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young are managing members of PMG VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.
ITEM 2(B).
ADDRESS OF PRINCIPAL OFFICE
The address for each of the Reporting Persons is:
U.S. Venture Partners
2735 Sand Hill Road
Menlo Park, California 94025
ITEM 2(C)
CITIZENSHIP
USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B are Delaware limited partnerships. PMG VIII is a Delaware limited liability company. Connors, Federman, Fu, Krausz, Liddle, Root, Rust and Young are United States citizens.
ITEM 2(D) AND (E).
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
Common Stock
CUSIP # 02216N105
ITEM 3.
Not Applicable.
CUSIP NO. 02216N105 | 13 G | Page 16 of 22 |
ITEM 4.
OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
(b)
Percent of Class:
See Row 11 of cover page for each Reporting Person.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii)
Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii)
Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
(iv)
Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership agreements of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, and the limited liability company agreement of PMG VIII, the general and limited partners or members, as the case may be, of each of such entities 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, as the case may be.
CUSIP NO. 02216N105 | 13 G | Page 17 of 22 |
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
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.
CERTIFICATION.
Not applicable.
CUSIP NO. 02216N105 | 13 G | Page 18 of 22 |
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: January 22, 2007
U.S. VENTURE PARTNERS VIII, L.P.
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP VIII Affiliates Fund, L.P.
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP Entrepreneur Partners VIII-A, L.P.,
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP Entrepreneur Partners VIII-B- L.P.,
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
PRESIDIO MANAGEMENT GROUP VIII, L.L.C.
/s/ Michael Maher
A Delaware Limited Liability Company
Signature
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
Timothy Connors
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
CUSIP NO. 02216N105 | 13 G | Page 19 of 22 |
Irwin Federman
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Winston Fu
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Steven M. Krausz
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
David Liddle
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Jonathan D. Root
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Christopher Rust
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Philip M. Young
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP NO. 02216N105 | 13 G | Page 20 of 22 |
Found on Sequentially | |
Exhibit | Numbered Page |
Exhibit A: Agreement of Joint Filing | 21 |
CUSIP NO. 02216N105 | 13 G | Page 21 of 22 |
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Altus Pharmaceuticals, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Dated: January 22, 2007
U.S. VENTURE PARTNERS VIII, L.P.
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP VIII Affiliates Fund, L.P.
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP Entrepreneur Partners VIII-A, L.P.,
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
USVP Entrepreneur Partners VIII-B L.P.,
/s/ Michael Maher
By Presidio Management Group VIII, L.L.C.
Signature
Its General Partner
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
PRESIDIO MANAGEMENT GROUP VIII, L.L.C.
/s/ Michael Maher
A Delaware Limited Liability Company
Signature
Michael Maher
Chief Financial Officer/Attorney-In-Fact*
CUSIP NO. 02216N105 | 13 G | Page 22 of 22 |
Timothy Connors
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Irwin Federman
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Winston Fu
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Steven M. Krausz
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
David Liddle
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Jonathan D. Root
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Christopher Rust
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
Philip M. Young
/s/ Michael Maher
Michael Maher
Attorney-In-Fact*
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.