SCHEDULE 13G
(Amendment No: 1)*
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Under the Securities Exchange Act of 1934
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(Amendment No. __)
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OncoMed Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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68234X102
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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o |
Rule 13d-1(b)
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o |
Rule 13d-1(c)
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x |
Rule 13d-1(d)
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CUSIP No. 68234X102
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SCHEDULE 13G
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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|||
Phase4 Ventures III General Partner Limited
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [X]
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||
3
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SEC USE ONLY
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|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,943,509
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||
7
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SOLE DISPOSITIVE POWER
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0
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||
8
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SHARED DISPOSITIVE POWER
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1,943,509
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,943,509
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||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.52%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 68234X102
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SCHEDULE 13G
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Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||
Phase4 Partners Limited
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
England and Wales
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|
6
|
SHARED VOTING POWER
|
1,943,509
|
||
7
|
SOLE DISPOSITIVE POWER
|
0
|
||
8
|
SHARED DISPOSITIVE POWER
|
1,943,509
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,943,509
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.52%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
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CUSIP No. 68234X102
|
SCHEDULE 13G
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Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||
Phase4 Ventures III GP LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
England and Wales
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|
6
|
SHARED VOTING POWER
|
1,943,509
|
||
7
|
SOLE DISPOSITIVE POWER
|
0
|
||
8
|
SHARED DISPOSITIVE POWER
|
1,943,509
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,943,509
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.52%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 68234X102
|
SCHEDULE 13G
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Page 5 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||
Phase4 Ventures III LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
England and Wales
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|
6
|
SHARED VOTING POWER
|
1,943,509
|
||
7
|
SOLE DISPOSITIVE POWER
|
0
|
||
8
|
SHARED DISPOSITIVE POWER
|
1,943,509
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,943,509
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.52%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c), CHECK THE APPROPRIATE BOX.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
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By:
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Phase4 Ventures III General Partner
Limited
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/s/ Charles Sermon
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Name:
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Charles Sermon
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Title:
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Director
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By:
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Phase4 Partners Limited
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/s/ Charles Sermon
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Name:
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Charles Sermon
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Title:
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Director
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Phase4 Ventures III LP
By: Phase4 Partners Limited, its manager
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/s/ Charles Sermon
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Name:
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Charles Sermon
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Title:
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Director
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By:
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Phase4 Ventures III GP LP
By: Phase4 Ventures III General Partner
Limited, its general partner
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/s/ Charles Sermon
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Name:
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Charles Sermon
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Title:
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Director
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Exhibit A
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Incorporated by reference to Exhibit 99.A to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2014 (Commission File No. 005-87757).
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