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Form SC 13G/A Solazyme, Inc. Filed by: VantagePoint CleanTech Partners II, L.P.

February 12, 2015 6:05 AM EST

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2 – Exit Filing)*

 

Solazyme, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

83415T101

(CUSIP Number)

December 31, 2014

(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-l(b)

x

Rule 13d-l(c)

o

Rule 13d-l(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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 



 

CUSIP No. 83415T101

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint CleanTech Partners II, L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,950,233

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,950,233

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,233

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.46%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 83415T101

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint CleanTech Associates II, L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,950,233

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,950,233

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,233*

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.46%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


*Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.

 

3



 

CUSIP No. 83415T101

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint CleanTech Management, Ltd.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,950,233

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,950,233

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,233*

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.46%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


*Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.

 

4



 

CUSIP No. 83415T101

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Partners 2006 (Q), L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,605,275

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,605,275

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,605,275

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.02%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No. 83415T101

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Associates 2006, L.L.C.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,605,275

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,605,275

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,605,275*

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.02%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


*Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.

 

6



 

CUSIP No. 83415T101

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Alan E. Salzman

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Canada

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,555,508

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,555,508

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,555,508*

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.48%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.

 

7


 


 

Item 1.

 

(a)

Name of Issuer
Solazyme, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
225 Gateway Blvd., S. San Francisco, CA 94080

 

Item 2.

 

(a)

Name of Person Filing
VantagePoint CleanTech Partners II, L.P.

VantagePoint CleanTech Associates II, L.P.

VantagePoint CleanTech Management, Ltd.

VantagePoint Venture Partners 2006 (Q), L.P.

VantagePoint Venture Associates 2006, L.L.C.

Alan E. Salzman    

 

(b)

Address of Principal Business Office or, if none, Residence
1001 Bayhill Drive Suite 300, San Bruno, CA 94066

 

(c)

Citizenship
VantagePoint CleanTech Partners II, L.P.  - Cayman Islands

VantagePoint CleanTech Associates II, L.P. - Cayman Islands

VantagePoint CleanTech Management, Ltd. - Cayman Islands

VantagePoint Venture Partners 2006 (Q), L.P. - United States of America

VantagePoint Venture Associates 2006, L.L.C. - United States of America

Alan E. Salzman - Canada

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
83415T101

 

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.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

VantagePoint CleanTech Partners II, L.P. 1,950,233†

VantagePoint CleanTech Associates II, L.P.* 1,950,233†

VantagePoint CleanTech Management, Ltd.** 1,950,233†

VantagePoint Venture Partners 2006 (Q), L.P. 1,605,275††

VantagePoint Venture Associates 2006, L.L.C.*** 1,605,275††

Alan E. Salzman**** 3,555,508†††

 

(b)

Percent of class:   

VantagePoint CleanTech Partners II, L.P. 2.46%

VantagePoint CleanTech Associates II, L.P.* 2.46%

VantagePoint CleanTech Management, Ltd.** 2.46%

VantagePoint Venture Partners 2006 (Q), L.P. 2.02%

VantagePoint Venture Associates 2006, L.L.C.*** 2.02%

Alan E. Salzman**** 4.48%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote 0

VantagePoint CleanTech Partners II, L.P. 0

VantagePoint CleanTech Associates II, L.P 0.

VantagePoint CleanTech Management, Ltd. 0

VantagePoint Venture Partners 2006 (Q), L.P. 0

VantagePoint Venture Associates 2006, L.L.C. 0

Alan E. Salzman  0

 

8



 

 

 

(ii)

Shared power to vote or to direct the vote    

VantagePoint CleanTech Partners II, L.P. 1,950,233†

VantagePoint CleanTech Associates II, L.P.* 1,950,233†

VantagePoint CleanTech Management, Ltd.** 1,950,233†

VantagePoint Venture Partners 2006 (Q), L.P. 1,605,275††

VantagePoint Venture Associates 2006, L.L.C.*** 1,605,275††

Alan E. Salzman**** 3,555,508†††

 

 

(iii)

Sole power to dispose or to direct the disposition of   

VantagePoint CleanTech Partners II, L.P. 0

VantagePoint CleanTech Associates II, L.P. 0

VantagePoint CleanTech Management, Ltd. 0

VantagePoint Venture Partners 2006 (Q), L.P. 0

VantagePoint Venture Associates 2006, L.L.C. 0

Alan E. Salzman 0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

VantagePoint CleanTech Partners II, L.P. 1,950,233†

VantagePoint CleanTech Associates II, L.P.* 1,950,233†

VantagePoint CleanTech Management, Ltd.** 1,950,233†

VantagePoint Venture Partners 2006 (Q), L.P. 1,605,275††

VantagePoint Venture Associates 2006, L.L.C.*** 1,605,275††

Alan E. Salzman**** 3,555,508†††

 


* VantagePoint CleanTech Associates II, L.P., is the general partner for VantagePoint CleanTech Partners II, L.P. VantagePoint CleanTech Associates II, L.P. disclaims beneficial ownership of such shares.

 

** VantagePoint CleanTech Management, Ltd. is the general partner for VantagePoint CleanTech Associates II, L.P.  VantagePoint CleanTech Management, Ltd. disclaims beneficial ownership of such shares.

 

*** VantagePoint Venture Associates 2006, L.L.C. is the general partner for VantagePoint Venture Partners 2006 (Q), L.P.   VantagePoint Venture Associates 2006, L.L.C. disclaims beneficial ownership of such shares.

 

**** Mr. Alan Salzman is a Managing Member of VantagePoint Venture Associates 2006, L.L.C., and the Chief Executive Officer of VantagePoint CleanTech Management, Ltd.  Mr. Salzman disclaims beneficial ownership of such shares.

 

† Includes 1,556,580 shares of common stock and notes held by VantagePoint CleanTech Partners II, L.P. convertible into 393,653 shares of common stock as of January 26, 2015.

 

†† Includes 1,211,622 shares of common stock and notes held by VantagePoint Venture Partners 2006 (Q), L.P. convertible into 393,653 shares of common stock as of January 26, 2015.

 

††† Includes 1,211,622 shares of common stock and notes held by VantagePoint Venture Partners 2006 (Q), L.P. convertible into 393,653 shares of common stock as of January 26, 2015 and 1,556,580 shares of common stock and notes held by VantagePoint CleanTech Partners II, L.P. convertible into 393,653 shares of common stock as of January 26, 2015.

 

9



 

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   x.

 

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

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

10



 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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: February 12, 2015

 

 

 

 

 

 

VANTAGEPOINT CLEANTECH PARTNERS II, L.P.

 

VANTAGEPOINT VENTURE

 

 

By: VantagePoint CleanTech Associates II, L.P.

 

PARTNERS 2006 (Q), L.P.

 

 

Its General Partner

 

By: VantagePoint Venture Associates 2006, L.L.C.

 

 

By: VantagePoint CleanTech Management, Ltd.

 

Its General Partner

 

 

Its General Partner

 

 

 

 

 

 

 

By:

/s/ Alan E. Salzman

 

 

By:

/s/ Alan E. Salzman

 

Name: Alan E. Salzman,

 

 

Name: Alan E. Salzman,

 

Managing Member

 

 

Chief Executive Officer

 

 

 

 

 

 

VANTAGEPOINT VENTURE

 

 

VANTAGEPOINT CLEANTECH

 

ASSOCIATES 2006, L.L.C.

 

 

ASSOCIATES II, L.P.

 

 

 

 

By: VantagePoint CleanTech Management, Ltd.

 

By:

/s/ Alan E. Salzman

 

 

Its General Partner

 

Name: Alan E. Salzman,

 

 

 

 

Managing Member

 

 

By:

/s/ Alan E. Salzman

 

 

 

 

Name: Alan E. Salzman,

 

/s/ Alan E. Salzman

 

 

Chief Executive Officer

 

Alan E. Salzman

 

 

 

 

 

 

 

VANTAGEPOINT CLEANTECH

 

 

 

 

MANAGEMENT, LTD.

 

 

 

 

 

 

 

 

 

By:

/s/ Alan E. Salzman

 

 

 

 

Name: Alan E. Salzman,

 

 

 

 

Chief Executive Officer

 

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

11



 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the shares of Common Stock of Solazyme, Inc.

 

This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

 

Dated: February 12, 2015

 

 

 

 

 

 

VANTAGEPOINT CLEANTECH PARTNERS II, L.P.

 

VANTAGEPOINT VENTURE

 

 

By: VantagePoint CleanTech Associates II, L.P.

 

PARTNERS 2006 (Q), L.P.

 

 

Its General Partner

 

By: VantagePoint Venture Associates 2006, L.L.C.

 

 

By: VantagePoint CleanTech Management, Ltd.

 

Its General Partner

 

 

Its General Partner

 

 

 

 

 

 

 

By:

/s/ Alan E. Salzman

 

 

By:

/s/ Alan E. Salzman

 

Name: Alan E. Salzman,

 

 

Name: Alan E. Salzman,

 

Managing Member

 

 

Chief Executive Officer

 

 

 

 

 

 

VANTAGEPOINT VENTURE

 

 

VANTAGEPOINT CLEANTECH

 

ASSOCIATES 2006, L.L.C.

 

 

ASSOCIATES II, L.P.

 

 

 

 

By: VantagePoint CleanTech Management, Ltd.

 

By:

/s/ Alan E. Salzman

 

 

Its General Partner

 

Name: Alan E. Salzman,

 

 

 

 

Managing Member

 

 

By:

/s/ Alan E. Salzman

 

 

 

 

Name: Alan E. Salzman,

 

/s/ Alan E. Salzman

 

 

Chief Executive Officer

 

Alan E. Salzman

 

 

 

 

 

 

 

VANTAGEPOINT CLEANTECH

 

 

 

 

MANAGEMENT, LTD.

 

 

 

 

 

 

 

 

 

By:

/s/ Alan E. Salzman

 

 

 

 

Name: Alan E. Salzman,

 

 

 

 

Chief Executive Officer

 

 

 

12




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