Form SC 13G Conatus Pharmaceuticals Filed by: MPM BioVentures IV QP LP

February 6, 2018 1:51 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Conatus Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

20600T108

(CUSIP Number)

May 11, 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. 20600T108


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 573,733*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 573,733*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 573,733*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 1.9%
12.	Type of Reporting Person (See Instructions) PN

*	Includes 15,100 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 2 of 23

CUSIP No. 20600T108


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 22,102*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 22,102*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,102*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.1%
12.	Type of Reporting Person (See Instructions) PN

*	Includes 581 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 3 of 23

CUSIP No. 20600T108


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 16,314*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 16,314*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,314*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.1%
12.	Type of Reporting Person (See Instructions) OO

*	Includes 429 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 4 of 23

CUSIP No. 20600T108


1.	Name of Reporting Persons MPM BioVentures V, 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 939,298*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 939,298*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 939,298*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 3.1%
12.	Type of Reporting Person (See Instructions) PN

*	Includes 15,508 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 5 of 23

CUSIP No. 20600T108


1.	Name of Reporting Persons MPM Asset Management Investors BV5 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 36,489*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 36,489*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,489*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.1%
12.	Type of Reporting Person (See Instructions) OO

*	Includes 602 shares of Common Stock issuable pursuant to warrants, which are exercisable within 60 days of the date of this filing.

Page 6 of 23

CUSIP No. 20600T108


1.	Name of Reporting Persons MPM Bio 2014 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 0
		6.	Shared Voting Power 909,091
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 909,091
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 909,091
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 3.0%
12.	Type of Reporting Person (See Instructions) PN

Page 7 of 23

CUSIP No. 20600T108


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 595,835*
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 595,835*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 595,835*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 2.0%
12.	Type of Reporting Person (See Instructions) OO

Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV-QP, L.P. (“BV IV QP”) and 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures IV GmbH & Co. Beteiligungs KG (“BV KG”). 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.

Page 8 of 23

CUSIP No. 20600T108


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 612,149*
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 612,149*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 612,149*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 2.0%
12.	Type of Reporting Person (See Instructions) OO

Page 9 of 23

CUSIP No. 20600T108


1.	Name of Reporting Persons MPM BioVentures V 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 939,298*
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 939,298*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 939,298*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 3.1%
12.	Type of Reporting Person (See Instructions) OO

*	Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by MPM BioVentures V, L.P. (“BV V”). 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 V.

Page 10 of 23

CUSIP No. 20600T108


1.	Name of Reporting Persons MPM BioVentures V 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 975,787*
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 975,787*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 975,787*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 3.3%
12.	Type of Reporting Person (See Instructions) OO

Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by MPM Asset Management Investors BV5 LLC (“AM BV5”). 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 V and the manager of AM BV5.

Page 11 of 23

CUSIP No. 20600T108


1.	Name of Reporting Persons MPM BioVentures 2014 NVS Strategic Fund 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 909,091
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 909,091
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 909,091
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 3.0%
12.	Type of Reporting Person (See Instructions) OO

*	Consists of 909,091 shares of Common Stock by MPM Bio 2014 NVS Strategic Fund, L.P. (“Bio 2014”). The Reporting Person is the direct general partner of Bio 2014.

Page 12 of 23

CUSIP No. 20600T108


1.	Name of Reporting Persons MPM BioVentures 2014 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 909,091
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 909,091
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 909,091
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 3.0%
12.	Type of Reporting Person (See Instructions) OO

*	Consists of 909,091 shares of Common Stock by Bio 2014. The Reporting Person is the indirect general partner of Bio 2014.

Page 13 of 23

CUSIP No. 20600T108


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 2,497,027*
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,497,027*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,497,027*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 8.3%
12.	Type of Reporting Person (See Instructions) IN

Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. 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 and BV KG and MPM IV LLC is the manager of AM BV4. MPM BioVentures V GP LLC (“MPM V GP”) and MPM BioVentures V LLC (“MPM V LLC”) are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. MPM BioVentures 2014 NVS Strategic Fund GP LLC (“ Bio 2014 NVS”) and MPM Bio Ventures 2014 LLC (“Bio 2014 LLC”) are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC.

Page 14 of 23

CUSIP No. 20600T108


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 2,497,027*
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,497,027*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,497,027*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 8.3%
12.	Type of Reporting Person (See Instructions) IN

Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC.

Page 15 of 23

CUSIP No. 20600T108


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 0
		6.	Shared Voting Power 2,497,027*
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,497,027*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,497,027*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 8.3%
12.	Type of Reporting Person (See Instructions) IN

Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC.

Page 16 of 23

Item 1.

(a)

Name of Issuer

Conatus Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices

16745 West Bernardo Drive, Suite 200

San Diego, CA 92127

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 BioVentures V, L.P.

MPM Asset Management Investors BV5 LLC

MPM BioVentures IV GP LLC

MPM BioVentures IV LLC

MPM BioVentures V GP LLC

MPM BioVentures V LLC

MPM Bio 2014 NVS Strategic Fund, L.P.

MPM BioVentures 2014 NVS Strategic Fund GP LLC

MPM BioVentures 2014 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 2014 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

20600T108

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 17 of 23

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		558,633		15,100		573,733		0		573,733		0		573,733		1.9	%
BV KG		21,521		581		22,102		0		22,102		0		22,102		0.1	%
AM BV4		15,885		429		16,314		0		16,314		0		16,314		0.1	%
BV V		923,790		15,508		939,298		0		939,298		0		939,298		3.1	%
AM BV5		35,887		602		36,489		0		36,489		0		36,489		0.1	%
Bio 2014		909,091		0		909,091		0		909,091		0		909,091		3.0	%
BV IV GP(1)		0		0		0		595,835		0		595,835		595,835		2.0	%
BV IV LLC(2)		0		0		0		612,149		0		612,149		612,149		2.0	%
BV V GP(3)		0		0		0		939,298		0		939,298		939,298		3.1	%
BV V LLC(4)		0		0		0		975,787		0		975,787		975,787		3.3	%
Bio 2014 NVS(5)		0		0		0		909,091		0		909,091		909,091		3.0	%
Bio 2014 LLC(5)		0		0		0		909,091		0		909,091		909,091		3.0	%
Luke Evnin(6)		0		0		0		2,497,027		0		2,497,027		2,497,027		8.3	%
Ansbert Gadicke(6)		0		0		0		2,497,027		0		2,497,027		2,497,027		8.3	%
Todd Foley(6)		0		0		0		2,497,027		0		2,497,027		2,497,027		8.3	%

(1)

Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP and 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG. 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)

(3)	Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V. 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 V.

(4)

Consists of 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V and 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5. 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 V and the manager of AM BV5.

(5)	Consists of 909,091 shares of Common Stock held by Bio 2014. Bio 2014 LLC and Bio 2014 NVS are the direct and indirect general partners of Bio 2014.

(6)

Consists of 558,633 shares of Common Stock and 15,100 shares of Common Stock issuable upon exercise of warrants held by BV IV QP, 21,521 shares of Common Stock and 581 shares of Common Stock issuable upon exercise of warrants held by BV KG, 15,885 shares of Common Stock and 429 shares of Common Stock issuable upon exercise of warrants held by AM BV4, 923,790 shares of Common Stock and 15,508 shares of Common Stock issuable upon exercise of warrants held by BV V, 35,887 shares of Common Stock and 602 shares of Common Stock issuable upon exercise of warrants held by AM BV5 and 909,091 shares held by Bio 2014. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP and BV KG and MPM IV LLC is the manager of AM BV4. MPM V GP and MPM V LLC are the direct and indirect general partners of BV V and MPM V LLC is the manager of AM BV5. Bio 2014 NVS and Bio 2014 LLC are the direct and indirect general partners of Bio 2014. The Reporting Person is a member of MPM IV LLC, MPM V LLC and Bio 2014 LLC.

Page 18 of 23

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

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 19 of 23

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 5, 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 Evin	By:	/s/ Luke Evin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Member		Title: Member

MPM ASSET MANAGEMENT INVESTORS BV4 LLC		MPM BIOVENTURES V, L.P.

By:	MPM BioVentures IV LLC its Manager	By:	MPM BioVentures V GP LLC, its General Partner

By:	/s/ Luke Evin Name: Luke Evnin Title: Member	By:	MPM BioVentures V LLC, its Managing Member

		By:	/s/ Luke Evin
			Name: Luke Evnin Title: Member

MPM ASSET MANAGEMENT INVESTORS BV5 LLC		MPM BIOVENTURES IV GP LLC

By:	MPM BioVentures V LLC its Manager	By:	MPM BioVentures IV LLC, its Managing Member

By:	/s/ Luke Evin	By:	/s/ Luke Evin
	Name: Luke Evnin		Name: Luke Evnin Title: Member
	Title: Member

MPM BIOVENTURES IV LLC

By:	/s/ Luke Evin
	Name: Luke Evnin Title: Member

MPM BIOVENTURES V GP LLC			MPM BIOVENTURES V LLC

By:	MPM BioVentures V LLC,	By:	/s/ Luke Evin
	its Managing Member		Name: Luke Evnin Title: Member

By:	/s/ Luke Evin
	Name: Luke Evnin
	Title: Member

Page 20 of 23


MPM BIO 2014 NVS STRATEGIC FUND, L.P.		MPM BIOVENTURES 2014 NVS STRATEGIC FUND GP LLC

By:	MPM BioVentures 2014 NVS Strategic Fund GP LLC, its General Partner	By:	MPM BioVentures 2014 LLC, its Managing Member

By:	MPM BioVentures 2014 LLC, its Managing Member	By:	/s/ Luke Evin Name: Luke Evin Title: Managing Director

By:	/s/ Luke Evin
	Name: Luke Evnin
	Title: Managing Director

MPM BIOVENTURES 2014 LLC

By:	/s/ Luke Evin
	Name: Luke Evnin Title: Managing Director

By:	/s/ Luke Evin	By:	/s/ Ansbert Gadicke
	Name: Luke Evnin		Name: Ansbert Gadicke

By:	/s/ Todd Foley Name: Todd Foley

EXHIBITS

A: Joint Filing Agreement

Page 21 of 23

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Conatus Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 5^th day of February, 2018.


MPM BIOVENTURES IV-QP, L.P.		MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG

By:	MPM BioVentures IV GP LLC,	By:	MPM BioVentures IV GP LLC,
	its General Partner		in its capacity as the Managing Limited Partner

By:	MPM BioVentures IV LLC,	By:	MPM BioVentures IV LLC,
	its Managing Member		its Managing Member

By:	/s/ Luke Evin	By:	/s/ Luke Evin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Member		Title: Member


MPM ASSET MANAGEMENT INVESTORS BV4 LLC		MPM BIOVENTURES V, L.P.

By:	MPM BioVentures IV LLC	By:	MPM BioVentures V GP LLC,
	its Manager		its General Partner

By:	/s/ Luke Evin	By:	MPM BioVentures V LLC,
	Name: Luke Evnin		its Managing Member
	Title: Member

		By:	/s/ Luke Evin
			Name: Luke Evnin
			Title: Member

MPM ASSET MANAGEMENT INVESTORS BV5 LLC		MPM BIOVENTURES IV GP LLC

By:	MPM BioVentures IV LLC	By:	MPM BioVentures IV LLC,
	its Manager		its Managing Member

By:	/s/ Luke Evin	By:	/s/ Luke Evin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Member		Title: Member

MPM BIOVENTURES IV LLC

By:	/s/ Luke Evin
	Name: Luke Evnin
	Title: Member

Page 22 of 23


MPM BIOVENTURES V GP LLC		MPM BIOVENTURES V LLC

By:	MPM BioVentures V LLC,	By:	/s/ Luke Evin
	its Managing Member	Name:	Luke Evnin
		Title:	Member
By:	/s/ Luke Evin
Name:	Luke Evnin
Title:	Member

MPM BIO 2014 NVS STRATEGIC FUND, L.P.		MPM BIOVENTURES 2014 NVS STRATEGIC FUND GP LLC

By:	MPM BioVentures 2014 NVS Strategic Fund GP LLC,	By:	MPM BioVentures 2014 LLC,
	its General Partner		its Managing Member

By:	MPM BioVentures 2014 LLC,
	its Managing Member	By:	/s/ Luke Evin
By:	/s/ Luke Evin	Name: Title:	Luke Evnin Managing Director
Name:	Luke Evnin
Title:	Managing Director

MPM BIOVENTURES 2014 LLC
By:	/s/ Luke Evin
Name:	Luke Evnin
Title:	Managing Director
By:	/s/ Luke Evin	By:	/s/ Ansbert Gadicke
	Name: Luke Evnin		Name: Ansbert Gadicke
By:	/s/ Todd Foley
	Name: Todd Foley

Page 23 of 23

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Form SC 13G Conatus Pharmaceuticals Filed by: MPM BioVentures IV QP LP

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