SEC Form 4 · accession 0001209191-18-050736
Bellerophon Therapeutics, Inc. · BLPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
VENROCK ENTREPRENEURS FUND IV L P
10% Owner
VENROCK ASSOCIATES IV L P
10% Owner
Venrock Management IV, LLC
10% Owner
Venrock Partners, L.P.
10% Owner
Venrock Partners Management, LLC
10% Owner
VEF Management IV, LLC
10% Owner
VHCP Management II, LLC
10% Owner
Bong Y Koh
10% Owner
VHCP Co-Investment Holdings II, LLC
10% Owner
Period of report
Sep 10, 2018
Accepted (ET)
Sep 12, 2018 · 9:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001600132
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Sep 10, 2018 | P | 200,000 | $1.2182 | A | 6,901,163 | I | By funds |
| Common StockF5,F3,F4 | Sep 11, 2018 | P | 200,000 | $1.1442 | A | 7,101,163 | I | By funds |
| Common StockF4,F6 | Sep 12, 2018 | P | 75,000 | $1.1455 | A | 7,176,163 | I | By funds |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is the first of two Form 4s being filed to report the beneficial ownership of the following Reporting Persons: Venrock Associates IV, LP, Venrock Partners, LP, Venrock Entrepreneurs Fund IV, LP, Venrock Management IV, LLC, Venrock Partners Management, LLC, VEF Management IV, LLC, Venrock Healthcare Capital Partners II, LP, VHCP Management II, LLC, VHCP Co Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, LP, VHCP Management III, LLC, VHCP Co Investment Holdings III, LLC, Bong Koh and Nimish Shah. Two Form 4s are being filed because each form can report a maximum of 10 reporting persons.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.2099 to $1.2265, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
- F3Consists of (i) 181,820 shares purchased by Venrock Healthcare Capital Partners III, LP and (ii) 18,180 shares purchased by VHCP Co-Investment Holdings III, LLC.
- F4Venrock Management IV, LLC ("VM4") is the general partner of Venrock Associates IV, LP. Venrock Partners Management, LLC ("VPM") is the general partner of Venrock Partners, LP. VEF Management IV, LLC ("VEFM") is the general partner of Venrock Entrepreneurs Fund IV, LP. VHCP Management II, LLC ("VHCPM2") is the general partner of Venrock Healthcare Capital Partners II, LP and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC ("VHCPM3") is the general partner of Venrock Healthcare Capital Partners III, LP and the manager of VHCP Co-Investment Holdings III, LLC. Bong Koh and Nimish Shah are the managing members of VHCPM2 and VHCPM3. Each of VM4, VPM, VEFM, VHCPM2, VHCPM3, Bong Koh and Nimish Shah (together, the "Managers") may be deemed to beneficially own these shares. Each of the Managers expressly disclaims beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
- F5The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.10894 to $1.1990, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
- F6Consists of (i) 68,183 shares purchased by Venrock Healthcare Capital Partners III, LP and (ii) 6,817 shares purchased by VHCP Co-Investment Holdings III, LLC.