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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Jazz Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
472147107
December 31, 2008
(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)
þ 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).
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CUSIP No. |
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472147107 |
13G |
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2 |
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of |
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7 Pages |
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| 1 |
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NAMES OF REPORTING PERSONS
Prospect Venture Partners II, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 Shares |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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1,510,145 shares of Common Stock (2) |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 Shares |
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| WITH: |
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SHARED DISPOSITIVE POWER |
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1,510,145 shares of Common Stock (2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,510,145 shares of Common Stock (2) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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5.25%(3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) This Schedule 13G is filed by Prospect Venture Partners II, L.P., a Delaware limited partnership (“PVP II”), Prospect Associates II, L.P., a Delaware limited partnership (“PA II”) and Prospect Management Co. II, L.L.C., a Delaware limited liability company (“PMC II,” together with PVP II, PA II and PMC II, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G.
(2) Includes (i)
1,487,494 shares of Common Stock held by PVP II, which shares include
84,365 shares of Common Stock issuable to PVP II pursuant to an
outstanding warrant exercisable on or after January 21, 2009; and
(ii) 22,651 shares of Common Stock held by PA II, which shares
include 1,285 shares of Common Stock issuable to PA II pursuant to an
outstanding warrant exercisable on or after January 21, 2009. PMC II serves as the sole general partner of
PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2008.
(3) This percentage is calculated based upon 28,775,217 shares of Common Stock outstanding (as of October 31, 2008), as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2008.
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CUSIP No. |
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472147107 |
13G |
Page |
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3 |
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of |
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7 Pages |
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|
| 1 |
|
NAMES OF REPORTING PERSONS
Prospect Associates II, L.P. |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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| 3 |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 Shares |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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1,510,145 shares of Common Stock (2) |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 Shares |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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1,510,145 shares of Common Stock (2) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,510,145 shares of Common Stock (2) |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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5.25%(3) |
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| 12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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) Includes (i)
1,487,494 shares of Common Stock held by PVP II, which shares include
84,365 shares of Common Stock issuable to PVP II pursuant to an
outstanding warrant exercisable on or after January 21, 2009; and
(ii) 22,651 shares of Common Stock held by PA II, which shares
include 1,285 shares of Common Stock issuable to PA II pursuant to an
outstanding warrant exercisable on or after January 21, 2009. PMC II serves as the sole general partner of
PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2008.
(3) This percentage is calculated based upon 28,775,217 shares of Common Stock outstanding (as of October 31, 2008), as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2008.
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CUSIP No. |
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472147107 |
13G |
Page |
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4 |
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of |
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7 Pages |
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| 1 |
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NAMES OF REPORTING PERSONS
Prospect Management Co. II, L.L.C. |
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| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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| 3 |
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SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 Shares |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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|
| OWNED BY |
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1,510,145 shares of Common Stock (2) |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 Shares |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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1,510,145 shares of Common Stock (2) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,510,145 shares of Common Stock (2) |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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5.25%(3) |
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| 12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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) Includes (i)
1,487,494 shares of Common Stock held by PVP II, which shares include
84,365 shares of Common Stock issuable to PVP II pursuant to an
outstanding warrant exercisable on or after January 21, 2009; and
(ii) 22,651 shares of Common Stock held by PA II, which shares
include 1,285 shares of Common Stock issuable to PA II pursuant to an
outstanding warrant exercisable on or after
January 21, 2009. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2008.
(3) This percentage is calculated based upon 28,775,217 shares of Common Stock outstanding (as of October 31, 2008), as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2008.
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| Item 1(a). |
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Name of Issuer: |
Jazz Pharmaceuticals, Inc.
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| Item 1(b). |
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Address of Issuer’s Principal Executive Offices: |
3180 Porter Drive
Palo Alto, California 94304
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| Item 2(a). |
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Name of Person Filing: |
Prospect Venture Partners II, L.P. (“PVP II”)
Prospect Associates II, L.P. (“PA II”)
Prospect Management Co. II, L.L.C. (“PMC II”)
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| Item 2(b). |
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Address of Principal Business Office or, if none, Residence: |
c/o Prospect Venture Partners
435 Tasso Street, Suite 200
Palo Alto, California 94301
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PVP II — Delaware, United States of America |
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PA II — Delaware, United States of America |
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PMC II — Delaware, United States of America |
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| Item 2(d). |
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Title of Class of Securities: |
Common Stock
472147107
Item 4. Ownership. The following information with respect to the ownership of the Common Stock of
the Issuer by the Reporting Persons filing this Amendment No. 1 to the statement on Schedule 13G is
provided as of December 31, 2008:
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Warrants |
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Shared |
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Sole |
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Shared |
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Shares Held |
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Held |
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Sole Voting |
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Voting |
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Dispositive |
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Dispositive |
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Beneficial |
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Percentage |
| Reporting Persons |
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Directly |
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Directly |
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Power |
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Power (1) |
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Power |
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Power (1) |
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Ownership (1) |
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of Class (2) |
PVP II |
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1,403,129 |
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84,365 |
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0 |
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1,510,145 |
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0 |
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1,510,145 |
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1,510,145 |
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5.25 |
% |
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PA II |
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21,366 |
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1,285 |
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0 |
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1,510,145 |
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0 |
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1,510,145 |
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1,510,145 |
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5.25 |
% |
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PMC II |
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0 |
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0 |
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0 |
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1,510,145 |
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0 |
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1,510,145 |
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1,510,145 |
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5.25 |
% |
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| (1) |
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PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the
Issuer directly. |
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| (2) |
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This percentage is calculated based upon 28,775,217 shares of Common Stock outstanding (as of
October 31, 2008), as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities
and Exchange Commission on November 14, 2008. |
Item 5. Ownership of 5 Percent or Less of a Class
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 5 percent of the class of securities, check the
following o.
5 of 7 Pages
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not applicable
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| Item 7. |
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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 a Group
Not applicable
Item 10. Certification
Not applicable
6 of 7 Pages
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.
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Dated:
February 11, 2009 |
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PROSPECT VENTURE PARTNERS II, L.P. |
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By: Prospect Management Co. II, L.L.C. |
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Its: General Partner |
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/s/ Dave Markland |
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Attorney-in-Fact |
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PROSPECT ASSOCIATES II, L.P. |
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By: Prospect Management Co. II, L.L.C.
Its: General Partner |
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/s/ Dave Markland |
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Attorney-in-Fact |
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PROSPECT MANAGEMENT CO. II, L.L.C. |
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/s/ Dave Markland |
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Attorney-in-Fact |
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001).
7 of 7 Pages