SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Chiasma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

16706W 10 2

(CUSIP Number)

December 31, 2017

(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)

☒ 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. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

MPM BioVentures IV-QP, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  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

 

5,216,482*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

5,216,482*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,216,482*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

20.4%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

* Includes 1,196,908 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 2 of 15


CUSIP No. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

MPM BioVentures IV GmbH & Co. Beteiligungs KG

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

200,973*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

200,973*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

200,973*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.8%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

* Includes 46,112 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 3 of 15


CUSIP No. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

MPM Asset Management Investors BV4 LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  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

 

148,332*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

148,332*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

148,332*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.6%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Includes 34,033 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 4 of 15


CUSIP No. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

MPM Bio IV NVS Strategic Fund, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Bermuda

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

1,552,960*

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

1,552,960*

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,552,960*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.3%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

* Includes 105,398 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

 

Page 5 of 15


CUSIP No. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

MPM BioVentures IV GP LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  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

   6.   

Shared Voting Power

 

6,970,415*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

6,970,415*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,970,415*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

27.1%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV-QP, L.P. (“BV IV QP”), 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV GmbH & Co. Beteiligungs KG (“BV KG”) and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by MPM Bio IV NVS Strategic Fund, L.P. (“BV SF”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP, BV KG and BV SF.

 

Page 6 of 15


CUSIP No. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

MPM BioVentures IV LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  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

   6.   

Shared Voting Power

 

7,118,747*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

7,118,747*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,118,747*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

27.6%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV4 LLC (“AM BV4”). The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP, BV KG and BV SF and the manager of AM BV4.

 

Page 7 of 15


CUSIP No. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

Luke Evnin

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

7,118,747*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

7,118,747*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,118,747*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

27.6%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

* Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM BioVentures IV GP LLC (“MPM IV GP”) and MPM BioVentures IV LLC (“MPM IV LLC”) are the direct and indirect general partners of BV IV QP, BV KG and BV SF and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC.

 

Page 8 of 15


CUSIP No. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

Ansbert Gadicke

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

7,118,747*

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

7,118,747*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,118,747*

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

27.6%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

* Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC.

 

Page 9 of 15


CUSIP No. 16706W 10 2      

 

  1.   

Name of Reporting Persons

 

Todd Foley

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

10,000*

   6.   

Shared Voting Power

 

7,118,747**

   7.   

Sole Dispositive Power

 

10,000*

   8.   

Shared Dispositive Power

 

7,118,747**

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,128,747* **

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

27.7%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

* Includes 10,000 shares of Common Stock issuable pursuant to options which are exercisable within 60 days of December 31, 2017.
** Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC.

 

Page 10 of 15


Item 1.

 

  (a) Name of Issuer

Chiasma, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

460 Totten Pond Road, Suite 530

Waltham MA 02451

 

Item 2.

 

  (a) Name of Person Filing

MPM BioVentures IV-QP, L.P.

MPM BioVentures IV GmbH & Co. Beteiligungs KG

MPM Asset Management Investors BV4 LLC

MPM Bio IV NVS Strategic Fund, L.P.

MPM BioVentures IV GP LLC

MPM BioVentures IV LLC

Luke Evnin

Ansbert Gadicke

Todd Foley

 

  (b) Address of Principal Business Office or, if none, Residence

c/o MPM Capital LLC

450 Kendall Street

Cambridge, MA 02142

 

  (c) Citizenship

All entities were organized in Delaware except MPM BioVentures IV GmbH & Co. Beteiligungs KG, which was organized in Germany and MPM Bio IV NVS Strategic Fund, L.P., which was organized in Bermuda. The individuals are all United States citizens.

 

  (d) Title of Class of Securities

Common Stock

 

  (e) CUSIP Number

16706W 10 2

 

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:

Not applicable

 

Page 11 of 15


Item 4. Ownership

 

MPM Entity

   Shares
Held
Directly
     Shares
Issuable
Upon
Exercise of
Warrants
Held
Directly
     Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class
 

BV IV QP

     4,019,574        1,196,908        5,216,482        0        5,216,482        0        5,216,482        20.4

BV KG

     154,861        46,112        200,973        0        200,973        0        200,973        0.8

BV SF

     1,447,562        105,398        1,552,960        0        1,552,960        0        1,552,960        6.3

AM BV4

     114,299        34,033        148,332        0        148,332        0        148,332        0.6

BV IV GP(1)

     0        0        0        6,970,415        0        6,970,415        6,970,415        27.1

BV IV LLC(2)

     0        0        0        7,118,747        0        7,118,747        7,118,747        27.6

Luke Evnin(3)

     0        0        0        7,118,747        0        7,118,747        7,118,747        27.6

Ansbert Gadicke(3)

     0        0        0        7,118,747        0        7,118,747        7,118,747        27.6

Todd Foley(3)(4)

     10,000        0        10,000        7,118,747        0        7,118,747        7,128,747        27.7

 

(1) Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG and 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF. The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the direct general partner of BV IV QP and BV KG.
(2) Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4.The warrants listed above are exercisable within 60 days of the date of this filing. The Reporting Person is the indirect general partner of BV IV QP and BV KG and the manager of AM BV4.
(3) Consists of 4,019,574 shares of Common Stock and 1,196,908 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 154,861 shares of Common Stock and 46,112 shares of Common Stock issuable upon exercise of warrants held by BV KG, 1,447,562 shares of Common Stock and 105,398 shares of Common Stock issuable upon exercise of warrants held by BV SF and 114,299 shares of Common Stock and 34,033 shares of Common Stock issuable upon exercise of warrants held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC.
(4) Includes 10,000 shares of Common Stock issuable pursuant to options which are exercisable within 60 days of December 31, 2017.

 

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 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

Not Applicable

 

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

 

Page 12 of 15


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

 

Page 13 of 15


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: January 31, 2018

 

MPM BIOVENTURES IV-QP, L.P.      

MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG

 

By:  

MPM BioVentures IV GP LLC,

its General Partner

      By:   

MPM BioVentures IV GP LLC,

in its capacity as the Managing Limited Partner

By:  

MPM BioVentures IV LLC,

its Managing Member

      By:   

MPM BioVentures IV LLC,

its Managing Member

By:  

/s/ Luke Evnin

      By:   

/s/ Luke Evnin

  Name: Luke Evnin          Name: Luke Evnin
  Title: Member          Title: Member
MPM ASSET MANAGEMENT INVESTORS BV4 LLC       MPM BIO IV NVS STRATEGIC FUND, L.P.
By:  

MPM BioVentures IV LLC

its Manager

      By:   

MPM BioVentures IV GP LLC,

its General Partner

By:  

/s/ Luke Evnin

      By:   

MPM BioVentures IV LLC,

its Managing Member

 

  Name: Luke Evnin       By:   

/s/ Luke Evnin

  Title: Member         

Name: Luke Evnin

Title: Member

MPM BIOVENTURES IV GP LLC       MPM BIOVENTURES IV LLC
By:   MPM BioVentures IV LLC,       By:   

/s/ Luke Evnin

  its Managing Member       Name:    Luke Evnin
        Title:    Member
By:  

/s/ Luke Evnin

        
Name:   Luke Evnin         
Title:   Member         
By:  

/s/ Luke Evnin

      By:   

/s/ Ansbert Gadicke

  Name: Luke Evnin          Name: Ansbert Gadicke
By:  

/s/ Todd Foley

        
  Name: Todd Foley         

EXHIBITS

 

A: Joint Filing Agreement

 

Page 14 of 15