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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ZAFGEN, INC.
(Name of Issuer)
Common stock, $0.001
(Title of Class of Securities)
98885E103
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
x |
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 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).
CUSIP No. 98885E103 |
13G |
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1. |
Name of Reporting Person
Atlas Venture Fund VII, L.P. | |||||
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2. |
Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person* | |||||
Item 1(a). |
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Name of Issuer |
Item 1(b). |
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Address of Issuers Principal Executive Offices |
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Item 2(a). |
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Name of Person Filing |
Item 2(b). |
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Address of Principal Business Office or, if none, Residence |
Item 2(c). |
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Citizenship |
Item 2(d). |
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Title of Class of Securities |
Item 2(e). |
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CUSIP Number |
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Item 3. |
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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: |
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Not applicable. |
Item 4. |
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Ownership | ||
Item 4(a). |
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Amount beneficially owned As of the close of business on December 31, 2015, Atlas VII is the record holder of 4,632,730 shares of Common Stock (the "Atlas Shares"). AVA VII LP is the sole general partner of Atlas VII. AVA VII Inc. is the sole general partner of AVA VII LP. Messrs. Barrett, Booth, Fagnan and Formela are the directors of AVA VII Inc. No person other than the respective owner referred to herein of the Atlas Shares is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such Atlas Shares. Each of Atlas VII, AVA VII LP, AVA VII Inc. and the Directors disclaim beneficial ownership of the Atlas Shares except for such shares, if any, such person holds of record. | ||
Item 4(b). |
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Percent of class As of the close of business on December 31, 2015, Atlas VII was the beneficial owner of 17.01% of the Common Stock. | ||
Item 4(c). |
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Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 0 | |
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(ii) |
Shared power to vote or direct the vote: 4,632,730 | |
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(iii) |
Sole power to dispose or direct the disposition of: 0 | |
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(iv) |
Shared power to dispose or direct the disposition of: 4,632,730 | |
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Item 5. |
Ownership of Five Percent or Less of a Class | |||
Not Applicable.
All other items reported on the Schedule 13G dated as of February 12, 2015 and filed on behalf of the Filing Persons with respect to the Common Stock of Egalet Corporation remain unchanged. | ||||