Form SC 13G/A Protagonist Therapeutics Filed by: Aisling Capital IV, LP

February 7, 2018 4:24 PM

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Protagonist Therapeutics, Inc.
(Name of Issuer)
 
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
 
74366E102
(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 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. 74366E102
SCHEDULE 13G
Page 2 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital IV, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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
 
1,015,761
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,015,761
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,015,761 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 

 
CUSIP No. 74366E102
SCHEDULE 13G
Page 3 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners IV, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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
 
1,015,761
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,015,761
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,015,761 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0%
 
12
TYPE OF REPORTING PERSON
 
PN
 



 
CUSIP No. 74366E102
SCHEDULE 13G
Page 4 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners IV LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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
 
1,015,761
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,015,761
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,015,761 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0%
 
12
TYPE OF REPORTING PERSON
 
OO
 

 

 
CUSIP No. 74366E102
SCHEDULE 13G
Page 5 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steve Elms
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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
 
1,015,761
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,015,761
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,015,761 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 
 

 
CUSIP No. 74366E102
SCHEDULE 13G
Page 6 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Andrew Schiff
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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
 
1,015,761
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,015,761
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,015,761 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0%
 
12
TYPE OF REPORTING PERSON
 
IN
 

 

 
CUSIP No. 74366E102
SCHEDULE 13G
Page 7 of 11

 
ITEM 1.
(a)
Name of Issuer:
 
 
 
 
 
Protagonist Therapeutics, Inc. (the “Issuer”)
 
 
 
 
(b)
Address of Issuer’s Principal Executive Offices:
 
 
 
 
 
7707 Gateway Bloulevard, Suite 140
Newark, CA 94560-1160
 
 
ITEM 2.
(a)
Name of Person Filing:
 
 
 
 
 
This Schedule 13G (this “Statement”) is being filed by the following persons (collectively, the “Reporting Persons”):

 
(i)
Aisling Capital IV, LP, a Delaware limited partnership (“Aisling”);
 
(ii)
Aisling Capital Partners IV, LP, a Delaware limited partnership (“Aisling Partners”), a general partner of Aisling;
 
(iii)
Aisling Capital Partners IV LLC, a Delaware limited liability company (“Aisling Partners GP”), a general partner of Aisling Partners;
 
(iv)
Mr. Steve Elms, a managing member of Aisling Partners GP;
 
(v)
Mr. Andrew Schiff, a managing member of Aisling Partners GP.

 
(b)
Address of Principal Business Office, or if None, Residence:
 
 
 
 
 
The address of the principal business offices of each of the Reporting Persons is 888 Seventh Avenue, 12th Floor, New York, New York 10106.
 
 
 
 
(c)
Citizenship:
 
 
 
 
(i)
Aisling — a Delaware limited partnership
 
(ii)
Aisling Partners — a Delaware limited partnership
 
(iii)
Aisling Partners GP — a Delaware limited liability company
 
(iv)
Mr. Elms — United States
 
(v)
Mr. Schiff — United States

 
(d)
Title of Class of Securities:
 
 
 
 
 
Common Stock, par value $0.00001 per share (the “Common Stock”).
 
 
 
 
(e)
CUSIP Number:
 
 
 
 
 
74366E102
 
 
 
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:
 
 
 
 
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
[__]  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 

 
CUSIP No. 74366E102
SCHEDULE 13G
Page 8 of 11

 
 
(g)
[__]  A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
[__]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
(j)
[__]  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
[__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).

ITEM 4.
OWNERSHIP
 
 
 
(a)
Amount beneficially owned:
 
 
 
 
 
Each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,015,761 shares of Common Stock.
 
 
 
 
(b)
Percent of class:
 
 
 
 
 
Based on the calculations made in accordance with Rule 13d-3(d), each of the Reporting Persons may be deemed to beneficially own approximately 5.0% of the outstanding Common Stock.
 
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 20,479,663 shares of Common Stock issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017.
 
 
 
 
(c)
Number of shares as to which such person has:

 
 
(i), (iii)
Sole power to vote or to direct the vote/Sole power to dispose of or to direct the disposition of:
 
 
 
 
 
 
 
Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 1,015,761 shares of Common Stock beneficially owned by Aisling.
 
 
 
 
 
 
(ii), (iv)
Shared power to vote or to direct the vote/Shared power to dispose of or to direct the disposition of:
 
 
 
 
 
 
 
By virtue of the relationships between and among the Reporting Persons as described in Item 2, each of Messrs. Elms and Schiff may be deemed to share the power to direct the voting and the disposition of the 1,015,761 shares of Common Stock beneficially owned by Aisling.
 
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
 
 
 
Not Applicable.
 
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 .
 
 
 

 
CUSIP No. 74366E102
SCHEDULE 13G
Page 9 of 11

 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
 
 
 
The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling.

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.
 
 
ITEM 10.
CERTIFICATIONS.
 
 
 
By signing below I hereby 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.

 
 
 

 
CUSIP No. 74366E102
SCHEDULE 13G
Page 10 of 11

 
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 7, 2018
 
 
AISLING CAPITAL IV, LP
 
 
 
 
 
By: Aisling Capital Partners IV, LP,
As its General Partner
 
 
 
 
 
By: Aisling Capital Partners IV LLC,
As its General Partner
 
 
 
 
 
By: 
/s/  Andrew Schiff
 
 
 
Name:  Andrew Schiff
Title:   Managing Member
 

 
AISLING CAPITAL PARTNERS IV, LP
 
 
 
 
 
By: Aisling Capital Partners IV LLC,
As its General Partner
 
 
 
 
 
By: 
/s/  Andrew Schiff
 
 
 
Name:  Andrew Schiff
Title:   Managing Member
 

 
AISLING CAPITAL PARTNERS IV LLC
 
 
 
 
 
By: 
/s/  Andrew Schiff
 
 
 
Name:  Andrew Schiff
Title:   Managing Member
 

 
STEVE ELMS
 
 
 
 
 
By: 
/s/  Steve Elms
 

 
ANDREW SCHIFF
 
 
 
 
 
By: 
/s/ Andrew Schiff
 
     
 
 

 
CUSIP No. 74366E102
SCHEDULE 13G
Page 11 of 11
 

EXHIBIT INDEX

Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).


 
 

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