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Compass Therapeutics, Inc. — Major Shareholding Notification 2021
Nov 12, 2021
32588_mrq_2021-11-12_91c05bcd-1207-41c3-bff7-0d6ace0d3374.zip
Major Shareholding Notification
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SC 13G 1 tm2132633d1_sc13g.htm SC 13G
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G (Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _____)*
Compass Therapeutics, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001.
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(Title of Class of Securities)
20454B104
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(CUSIP Number)
November 2, 2021
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(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) |
|---|---|
| x | 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).
(Continued on following pages)
Page 1 of 12
Exhibit Index on Page 11
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CUSIP # 20454B104 Page 2 of 12
| 1 | NAMES
OF REPORTING PERSONS Foresite
Capital Fund V, L.P. (“FCF V”) | |
| --- | --- | --- |
| 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 | SOLE
VOTING POWER 4,400,000 shares, except that Foresite Capital Management V, LLC (“FCM V”), the general partner of FCF V, may be deemed
to have sole power to vote these shares, and James B. Tananbaum (“Tananbaum”), the managing member of FCM V, may be deemed
to have sole power to vote these shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 4,400,000
shares, except that FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum,
the managing member of FCM V, may be deemed to have sole power to dispose of these shares. |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,400,000 |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.5% |
| 12 | TYPE
OF REPORTING PERSON | PN |
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CUSIP # 20454B104 Page 3 of 12
| 1 | NAMES
OF REPORTING PERSONS Foresite
Capital Management V, LLC (“FCM V”) | |
| --- | --- | --- |
| 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 | SOLE
VOTING POWER 4,400,000 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power
to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 4,400,000
shares, except that FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum,
the managing member of FCM V, may be deemed to have sole power to dispose of these shares. |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,400,000 |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.5% |
| 12 | TYPE
OF REPORTING PERSON | OO |
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CUSIP # 20454B104 Page 4 of 12
| 1 | NAMES
OF REPORTING PERSONS Foresite
Capital Opportunity Fund V, L.P. (“FCF Opp V”) | |
| --- | --- | --- |
| 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 EA CH REPORTING PERSON WITH | SOLE
VOTING POWER 1,100,000 shares, except that Foresite Capital Opportunity Management
V, LLC (“FCM Opp V”), the general partner of FCF Opp V, may be deemed to have sole power to vote these shares, and James B.
Tananbaum (“Tananbaum”), the managing member of FCM Opp V, may be deemed to have sole power to vote these shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 1,100,000
shares, except that FCM Opp V, the general partner of FCF Opp V, may be deemed to have sole power to dispose of these shares, and
Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to dispose of these shares. |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,100,000 |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.1% |
| 12 | TYPE
OF REPORTING PERSON | PN |
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CUSIP # 20454B104 Page 5 of 12
| 1 | NAMES
OF REPORTING PERSONS Foresite
Capital Opportunity Management V, LLC (“FCM Opp V”) | |
| --- | --- | --- |
| 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 EA CH REPORTING PERSON WITH | SOLE
VOTING POWER 1,100,000 shares, all of which are directly owned by FCF Opp V. FCM Opp V, the general partner of FCF Opp V, may be deemed to have
sole power to vote these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to vote these
shares |
| --- | --- |
| 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 1,100,000
shares, all of which are directly owned by FCF Opp V. FCM Opp V, the general partner of FCF Opp V, may be deemed to have sole power
to dispose of these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to dispose of these
shares. |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,100,000 |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.1% |
| 12 | TYPE
OF REPORTING PERSON | OO |
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CUSIP # 20454B104 Page 6 of 12
| 1 | NAMES
OF REPORTING PERSONS James
B. Tananbaum (“Tananbaum”) | |
| --- | --- | --- |
| 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 | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EA CH REPORTING PERSON WITH | SOLE
VOTING POWER 5,500,000 shares, of which 4,400,000 shares are directly owned by Foresite Capital Fund V, L.P. (“FCF V”) and 1,100,000
shares are directly owned by Foresite Capital Opportunity Fund V, L.P. (“FCF Opp V”). Tananbaum is the managing member
of each of Foresite Capital Management V, LLC (“FCM V”), which is the general partner of FCF V, and Foresite Capital
Opportunity Management V, LLC (“FCM Opp V”), which is the general partner of FCF Opp V. Tananbaum may be deemed to have
sole power to vote these shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 5,500,000
shares, of which 4,400,000 shares are directly owned by FCF V and 1,100,000 shares are directly owned by FCF Opp V. Tananbaum is
the managing member of each of FCM V, which is the general partner of FCF V, and FCM Opp V, which is the general partner of FCF Opp
V. Tananbaum may be deemed to have sole power to dispose of these shares. |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5,500,000 |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.6% |
| 12 | TYPE
OF REPORTING PERSON | IN |
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CUSIP # 20454B104 Page 7 of 12
ITEM 1(A). NAME OF ISSUER
Compass Therapeutics, Inc. (the “Issuer”)
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
80 Guest Street, Suite 601
Boston, MA 02135
ITEM 2(A). NAME OF PERSONS FILING This Schedule is filed by Foresite Capital Fund V, L.P., a Delaware limited partnership (“FCF V”), Foresite Capital Management V, LLC, a Delaware limited liability company (“FCM V”), Foresite Capital Opportunity Fund V, L.P., a Delaware limited partnership (“FCF Opp V”), Foresite Capital Opportunity Management V, LLC, a Delaware limited liability company (“FCM Opp V”), and James B. Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
The address for each of the Reporting Persons is:
c/o Foresite Capital Management
900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939
ITEM 2(C). CITIZENSHIP See Row 4 of cover page for each Reporting Person.
ITEM 2(D). TITLE OF CLASS OF SECURITIES Common Stock, par value $0.0001
ITEM 2(E) CUSIP NUMBER
20454B104
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.
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CUSIP # 20454B104 Page 8 of 12
ITEM 4. OWNERSHIP
The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of November 3, 2021:
(a) Amount beneficially owned : See Row 9 of cover page for each Reporting Person.
(b) Percent of Class : See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which such person has :
(i) Sole power to vote or to direct the vote : See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote :
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of :
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of : See Row 8 of cover page for each Reporting Person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON . Under certain circumstances set forth in the limited partnership agreements of FCF V and FCF Opp V and the limited liability company agreements of FCM V and FCM Opp V, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
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
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CUSIP # 20454B104 Page 9 of 12
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, other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP # 20454B104 Page 10 of 12
SIGNATURES
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: November 12, 2021
| FORESITE CAPITAL FUND V, L.P. | |
|---|---|
| By: | FORESITE CAPITAL MANAGEMENT V, LLC |
| Its: | General Partner |
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
| Title: | Managing Member |
| FORESITE CAPITAL MANAGEMENT V, LLC | |
|---|---|
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
| Title: | Managing Member |
| FORESITE CAPITAL OPPORTUNITY FUND V, L.P. | |
|---|---|
| By: | FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC |
| Its: | General Partner |
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
| Title: | Managing Member |
| FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC | |
|---|---|
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
| Title: | Managing Member |
| JAMES B. TANANBAUM | |
|---|---|
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
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CUSIP # 20454B104 Page 11 of 12
EXHIBIT INDEX
| | Found
on Sequentially |
| --- | --- |
| Exhibit | Numbered
Page |
| Exhibit A: Agreement of Joint Filing | 12 |
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CUSIP # 20454B104 Page 12 of 12
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: November 12, 2021
| FORESITE CAPITAL FUND V, L.P. | |
|---|---|
| By: | FORESITE CAPITAL MANAGEMENT V, LLC |
| Its: | General Partner |
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
| Title: | Managing Member |
| FORESITE CAPITAL MANAGEMENT V, LLC | |
|---|---|
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
| Title: | Managing Member |
| FORESITE CAPITAL OPPORTUNITY FUND V, L.P. | |
|---|---|
| By: | FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC |
| Its: | General Partner |
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
| Title: | Managing Member |
| FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC | |
|---|---|
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
| Title: | Managing Member |
| JAMES B. TANANBAUM | |
|---|---|
| By: | /s/ James B. Tananbaum |
| Name: | James B. Tananbaum |
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