CUSIP No. 89853L104

Page 8 of 12

ITEM 1.

(a)

Name of Issuer:

 

 

 

 

 

T2 Biosystems, Inc. (the “Issuer”)

 

 

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

 

 

 

 

101 Hartwell Avenue, Lexington, Massachusetts 02421

 

 

ITEM 2.

(a)

Name of Person Filing:

 

 

 

 

 

This Schedule 13G (this “Statement”) is being filed by the following persons (collectively, the “Reporting Persons”):

 

(i)

Aisling Capital III, LP, a Delaware limited partnership (“Aisling”);

 

(ii)

Aisling Capital Partners III, LP, a Delaware limited partnership (“Aisling Partners”), a general partner of Aisling;

 

(iii)

Aisling Capital Partners III LLC, a Delaware limited liability company (“Aisling Partners GP”), a general partner of Aisling Partners;

 

(iv)

Mr. Steve Elms, a managing member of Aisling Partners GP;

 

(v)

Mr. Dennis Purcell, a managing member of Aisling Partners GP; and

 

(vi)

Mr. Andrew Schiff, a managing member of Aisling Partners GP.

 

(b)

Address of Principal Business Office, or if None, Residence:

 

 

 

 

 

The address of the principal business offices of each of the Reporting Persons is 888 Seventh Avenue, 12th Floor, New York, New York 10106.

 

 

 

 

(c)

Citizenship:

 

 

 

 

(i)

Aisling — a Delaware limited partnership

 

(ii)

Aisling Partners — a Delaware limited partnership

 

(iii)

Aisling Partners GP — a Delaware limited liability company

 

(iv)

Mr. Elms — United States

 

(v)

Mr. Purcell — United States

 

(vi)

Mr. Schiff — United States

 

(d)

Title of Class of Securities:

 

 

 

 

 

Common Stock, par value $0.001 per share (the “Common Stock”).

 

 

 

 

(e)

CUSIP Number:

 

 

 

 

 

89853L104

 

 

 

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:

 

 

 

 

(a)

[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

 

(b)

[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)

 

(c)

[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

(d)

[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

 

(e)

[__]  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

 

(f)

[__]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

CUSIP No. 89853L104

Page 9 of 12

 

(g)

[__]  A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

[__]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

 

(i)

[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

 

(j)

[__]  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

[__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

ITEM 4.

OWNERSHIP

 

 

 

(a)

Amount beneficially owned:

 

 

 

 

 

Each of the Reporting Persons may be deemed to beneficially own an aggregate of 2,830,992 shares of Common Stock.

 

 

 

 

(b)

Percent of class:

 

 

 

 

 

Based on the calculations made in accordance with Rule 13d-3(d), each of the Reporting Persons may be deemed to beneficially own approximately 11.9% of the outstanding Common Stock.

 

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of  23,839,261 shares of Common Stock issued and outstanding, as reported in the Issuer’s prospectus filed with the Securities Exchange and Commission by the Issuer pursuant to Rule 424 (b)(5) on December 4, 2015.

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

 

 

(i), (iii)

Sole power to vote or to direct the vote/Sole power to dispose of or to direct the disposition of:

 

 

 

 

 

 

 

Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 2,830,992 shares of Common Stock beneficially owned by Aisling.

 

 

 

 

 

 

(ii), (iv)

Shared power to vote or to direct the vote/Shared power to dispose of or to direct the disposition of:

 

 

 

 

 

 

 

By virtue of the relationships between and among the Reporting Persons as described in Item 2, each of Messrs. Elms, Purcell and Schiff, may be deemed to share the power to direct the voting and the disposition of the 2,830,992 shares of Common Stock beneficially owned by Aisling.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

 

 

Not Applicable.

 

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 ☐.

 

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

 

 

The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling.

CUSIP No. 89853L104

Page 11 of 12

CUSIP No. 89853L104

Page 12 of 12