aTYR PHARMA INC — Major Shareholding Notification 2016

Feb 4, 2016

SC 13G 1 d133649dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

aTyr Pharma, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

002120103

(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:

¨ Rule 13d-1(b)

¨ 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 the 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.

CUSIP No. 002120103 13G Page 2 of 9 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CHP II, L.P. | | | --- | --- | --- | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | | | 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 1,758,158 shares of Common Stock | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER 1,758,158 shares of Common Stock | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,158 shares of Common Stock | | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4% * | | | 12. | TYPE OF REPORTING PERSON PN | |

• Based on 23,670,079 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reported Persons by the Issuer

CUSIP No. 002120103 13G Page 3 of 9 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CHP II Management LLC | | | --- | --- | --- | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | | | 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 1,758,158 shares of Common Stock | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER 1,758,158 shares of Common Stock | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,158 shares of Common Stock | | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4% * | | | 12. | TYPE OF REPORTING PERSON OO | |

• Based on 23,670,079 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reported Persons by the Issuer

CUSIP No. 002120103 13G Page 4 of 9 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John K. Clarke | | | --- | --- | --- | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | | | 3. | SEC USE ONLY | | | 4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 104,878 shares of Common Stock | | | 6. | SHARED VOTING POWER 1,758,158 shares of Common Stock | | | 7. | SOLE DISPOSITIVE POWER 104,878 shares of Common Stock | | | 8. | SHARED DISPOSITIVE POWER 1,758,158 shares of Common Stock | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,863,036 shares of Common Stock | | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9% * | | | 12. | TYPE OF REPORTING PERSON IN | |

• Based on 23,670,079 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reported Persons by the Issuer

CUSIP No. 002120103 13G Page 5 of 9 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Brandon H. Hull | | | --- | --- | --- | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | | | 3. | SEC USE ONLY | | | 4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | | | 6. | SHARED VOTING POWER 1,758,158 shares of Common Stock | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER 1,758,158 shares of Common Stock | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,158 shares of Common Stock | | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4% * | | | 12. | TYPE OF REPORTING PERSON IN | |

• Based on 23,670,079 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reported Persons by the Issuer

CUSIP No. 002120103 13G Page 6 of 9 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John J. Park | | | --- | --- | --- | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | | | 3. | SEC USE ONLY | | | 4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | | | 6. | SHARED VOTING POWER 1,758,158 shares of Common Stock | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER 1,758,158 shares of Common Stock | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,158 shares of Common Stock | | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4% * | | | 12. | TYPE OF REPORTING PERSON IN | |

• Based on 23,670,079 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reported Persons by the Issuer

CUSIP No. 002120103 13G Page 7 of 9 Pages

Item 1(a). Name of Issuer:

aTyr Pharma, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

3545 John Hopkins Court, Suite 250

San Diego, CA 92121

Item 2(a). Name of Person Filing:

(1) CHP II, L.P. ( “CHP Partnership”); (2) CHP II Management LLC, general partner of CHP Partnership ( “CHP LLC”); (3) John K. Clarke, managing member of CHP LLC; (4) Brandon H. Hull, managing member of CHP LLC; and (5) John J. Park, managing member of CHP LLC. The persons and entities named in this Item 2(a) are referred to individually as a “Filing Person” and collectively as the “Filing Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence:

c/o Cardinal Partners

230 Nassau Street

Princeton, NJ 08542

Item 2(c). Citizenship:

CHP Partnership is a limited partnership organized under the laws of the State of Delaware.

CHP LLC is a limited liability company organized under the laws of the State of Delaware.

Each of Mr. Clarke, Mr. Hull, and Mr. Park is a citizen of the United States.

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value

Item 2(e). CUSIP Number:

002120103

ITEM 3. Statements Filed Pursuant to Rules 13d-1(b) or 13d-2(b):

Not applicable

ITEM 4. Ownership.

(a) through (c):

The information set forth in Items 5 through 9 and 11 on the cover pages to this Schedule 13G is incorporated herein by reference.

CUSIP No. 002120103 13G Page 8 of 9 Pages

ITEM 5. Ownership of Five Percent or Less of a Class.

N/A

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

ITEM 8. Identification and Classification of Members of the Group.

N/A

ITEM 9. Notice of Dissolution of Group.

N/A

ITEM 10. Certification.

N/A

CUSIP No. 002120103 13G Page 9 of 9 Pages

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.

Date: 4 th February 2016

CHP II, L.P.
By: CHP II Management LLC, its Sole General
Partner
/s/ John J. Park
By: John J. Park
Its: Managing Member
CHP II MANAGEMENT LLC
/s/ John J. Park
By: John J. Park
Its: Managing Member
/s/ John K. Clarke
John K. Clarke
/s/ Brandon H. Hull
Brandon H. Hull
/s/ John J. Park
John J. Park