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ArQule, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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04269E107
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(CUSIP Number)
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December 31, 2016
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(Date of Event Which Requires Filing of this Statement)
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| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
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1
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NAME OF REPORTING PERSON
Biotechnology Value Fund, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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3
|
SEC USE ONLY
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||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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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
0 shares
|
|
|
6
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SHARED VOTING POWER
3,405,587 (1)
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||
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7
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SOLE DISPOSITIVE POWER
0 shares
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||
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8
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SHARED DISPOSITIVE POWER
3,405,587 (1)
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,405,587 (1)
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||
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8% (1)
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||
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12
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TYPE OF REPORTING PERSON
PN
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||
|
1
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NAME OF REPORTING PERSON
Biotechnology Value Fund II, L.P.
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
2,188,654 (1)
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
2,188,654 (1)
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,188,654 (1)
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||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1% (1)
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||
|
12
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TYPE OF REPORTING PERSON
PN
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||
|
1
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NAME OF REPORTING PERSON
Biotechnology Value Trading Fund OS LP
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
808,199 (1)
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
808,199 (1)
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
808,199 (1)
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||
|
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% (1)
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||
|
12
|
TYPE OF REPORTING PERSON
PN
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||
|
1
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NAME OF REPORTING PERSON
BVF Partners OS Ltd.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
808,199 (1)
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
808,199 (1)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
808,199 (1)
|
||
|
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% (1)
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||
|
12
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TYPE OF REPORTING PERSON
CO
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||
|
1
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NAME OF REPORTING PERSON
BVF Partners L.P.
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
7,867,966 (1)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
7,867,966 (1)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,867,966 (1)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% (1)
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||
|
12
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TYPE OF REPORTING PERSON
PN, IA
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||
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1
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NAME OF REPORTING PERSON
BVF Inc.
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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 shares
|
|
|
6
|
SHARED VOTING POWER
7,867,966 (1)
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
7,867,966 (1)
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||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,867,966 (1)
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||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% (1)
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||
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12
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TYPE OF REPORTING PERSON
CO
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||
|
1
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NAME OF REPORTING PERSON
Mark N. Lampert
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
7,867,966 (1)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
7,867,966 (1)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,867,966 (1)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% (1)
|
||
|
12
|
TYPE OF REPORTING PERSON
IN
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||
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Item 1(a).
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Name of Issuer:
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Item 1(b).
|
Address of Issuer's Principal Executive Offices:
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Item 2(c).
|
Citizenship
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number:
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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 Whether the Person Filing is a:
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/x/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership
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(a)
|
Amount beneficially owned:
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As of the close of business on December 31, 2016, the Reporting Persons hold warrants exercisable for an aggregate of 467,838 shares of Common Stock (the “Warrants”). The Warrants are currently exercisable for $2.50 per share. The expiration date for the Warrants will expire on the first anniversary of a “Regulatory Event,” as defined by the Issuer as the Issuer’s public announcement of the pre-planned interim assessment to be conducted by the data monitoring committee of the METIV-HCC trial as set forth in the Special Protocol Assessment with the United States Food and Drug Administration.
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As of the close of business on December 31, 2016 (i) BVF beneficially owned 3,405,587 shares of Common Stock, including 149,101 shares of Common Stock issuable upon the exercise of certain Warrants, (ii) BVF2 beneficially owned 2,188,654 shares of Common Stock, including 113,288 shares of Common Stock issuable upon the exercise of certain Warrants, and (iii) Trading Fund OS beneficially owned 808,199 shares of Common Stock including 169,069 shares of Common Stock issuable upon the exercise of certain Warrants.
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Partners OS as the general partner of Trading Fund OS may be deemed to beneficially own the 808,199 shares of Common Stock beneficially owned by Trading Fund OS, including 169,069 shares of Common Stock issuable upon the exercise of certain Warrants.
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Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 7,867,966 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain Partners managed accounts (the “Partners Managed Accounts”), including 1,465,526 shares of Common Stock held in the Partners Managed Accounts (which includes 36,380 shares of Common Stock issuable upon the exercise of certain Warrants).
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BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 7,867,966 shares of Common Stock beneficially owned by Partners.
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|
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 7,867,966 shares of Common Stock beneficially owned by BVF Inc.
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|
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
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(b)
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Percent of class:
|
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The following percentages are based on a denominator which is the sum of: (i) 71,118,709 shares of Common Stock outstanding as of October 24, 2016, as disclosed in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on November 7, 2016 and (ii) certain or all of the 467,838 shares of Common Stock underlying certain Warrants, as applicable.
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As of the close of business on December 31, 2016 (i) BVF beneficially owned approximately 4.8% of the outstanding shares of Common Stock, including shares of Common Stock issuable upon the exercise of certain Warrants (ii) BVF2 beneficially owned approximately 3.1% of the outstanding shares of Common Stock, including shares of Common Stock issuable upon the exercise of certain Warrants (iii) Trading Fund OS beneficially owned approximately 1.1% of the outstanding shares of Common Stock including shares of Common Stock issuable upon the exercise of certain Warrants (iv) Partners OS may be deemed to beneficially own approximately 1.1% of the outstanding shares of Common Stock, and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 11.0% of the outstanding shares of Common Stock (approximately 2.1% of which is held in the Partners Managed Accounts, including shares of Common Stock issuable upon the exercise of certain Warrants).
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(c)
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Number of shares as to which such person has:
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|
|
(i)
|
Sole power to vote or to direct the vote
|
|
|
See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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|
See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
|
|
|
See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
|
|
|
See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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BIOTECHNOLOGY VALUE FUND, L.P.
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||||
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BVF INC.
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By:
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BVF Partners L.P., its general partner
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||
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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|||
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By:
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/s/ Mark N. Lampert
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President
|
||
|
Mark N. Lampert
|
||||
|
President
|
|
|||
|
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/s/ Mark N. Lampert
|
|||
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MARK N. LAMPERT
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BIOTECHNOLOGY VALUE FUND II, L.P.
|
||||
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|
||||
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By:
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BVF Partners L.P., its general partner
|
|||
|
By:
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BVF Inc., its general partner
|
|||
|
|
||||
|
By:
|
/s/ Mark N. Lampert
|
|||
|
Mark N. Lampert
|
||||
|
President
|
||||
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BVF PARTNERS L.P.
|
||||
|
By:
|
BVF Inc., its general partner
|
|||
|
|
||||
|
By:
|
/s/ Mark N. Lampert
|
|||
|
Mark N. Lampert
|
||||
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President
|
||||
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BVF PARTNERS OS LTD.
|
||
|
By:
|
BVF Partners L.P., its sole member
|
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
||
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
||
|
President
|
||
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
||
|
By:
|
BVF Partners L.P., its investment manager
|
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
||
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
||
|
President
|
||