SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

PTC Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

69366J200

(CUSIP Number)

December 31, 2013

(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 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).

 

 

 


 CUSIP No. 69366J200      13G      Page  2  of 12 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Paul G. Allen

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x(1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

1,701,731 (2)

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

1,701,731 (2)

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,701,731 (2)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.8% *

12  

TYPE OF REPORTING PERSON

 

IN

 

(1) This Schedule 13G is filed by Paul G. Allen, Vulcan Ventures Incorporated (“VVI”), Vulcan Capital Venture Capital Management I LLC (“VCVC Management I”),Vulcan Capital Venture Capital I LLC (“VCVC I”), Cougar Investment Holdings LLC (“Cougar”), VCVC Management III LLC (“VCVC Management III”) and VCVC III LLC (“VCVC III” and, together with Paul G. Allen, VVI, VCVC Management I, VCVC I, Cougar and VCVC Management III, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Mr. Allen has sole voting and dispositive power over the aggregate 1,701,731 shares (the “Shares”), including (a) the 101,562 shares held of record by VVI, (b) the 797,102 shares held of record by VCVC I and (c) the 803,067 shares held of record by VCVC III. Mr. Allen is not a holder of record of any of the Shares, and disclaims beneficial ownership of the shares held by VVI, VCVC I and VCVC III, except to the extent of his pecuniary interest therein.
* Based upon 24,917,089 shares of common stock of the Company outstanding as of November 13, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2013.


 CUSIP No. 69366J200      13G      Page  3  of 12 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vulcan Ventures Incorporated (“VVI”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Washington

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

898,664 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.6% *

12  

TYPE OF REPORTING PERSON

 

CO

 

(1) Of the 898,664 shares (the “Shares”) reported above, VVI is the record holder of 101,562 shares and VCVC I is the record holder of 797,102 shares. VVI is the managing member of VCVC Management I, which is the manager of VCVC I. Paul G. Allen is the sole owner of VVI, and has sole voting and dispositive power over the Shares. VVI disclaim beneficial ownership of the Shares held by VCVC I, except to the extent of its pecuniary interest therein.
* Based upon 24,917,089 shares of common stock of the Company outstanding as of November 13, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


 CUSIP No. 69366J200      13G      Page  4  of 12 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vulcan Capital Venture Capital Management I LLC (“VCVC Management I”)

  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

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

797,102 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.2% *

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCVC Management I is the manager of VCVC I, which is the record holder of 797,102 shares (the “Shares”). VCVC Management I is not a record holder of the Shares and disclaims all beneficial ownership in the Shares. Paul G. Allen is the sole owner of VVI, which is the managing member of VCVC Management I, and Mr. Allen has sole voting and dispositive power over the Shares.
* Based upon 24,917,089 shares of common stock of the Company outstanding as of November 13, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


 CUSIP No. 69366J200      13G      Page  5  of 12 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vulcan Capital Venture Capital I LLC (“VCVC I”)

  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

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

797,102 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.2% *

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCVC I is the record holder of 797,102 shares (the “Shares”). VCVC I is managed by VCVC Management I, which in turn in managed by VVI. Mr. Allen, which is the sole owner of VVI, has sole voting and dispositive power over the Shares. Mr. Allen and VVI disclaim beneficial ownership of the Shares held by VCVC I, except to the extent of their respective pecuniary interest therein.
* Based upon 24,917,089 shares of common stock of the Company outstanding as of November 13, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


 CUSIP No. 69366J200      13G      Page  6  of 12 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cougar Investment Holdings LLC (“Cougar”)

  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

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

803,067 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.2% *

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) Cougar is the managing member of VCVC Management III, which is the manager of VCVC III, which is the record holder of 803,067 shares (the “Shares”). Cougar is not a record holder of the Shares and disclaims all beneficial ownership in the Shares. Paul G. Allen is the sole owner of Cougar, which is the managing member of VCVC Management III, which is the manager of VCVC III, and Mr. Allen has sole voting and dispositive power over the Shares.
* Based upon 24,917,089 shares of common stock of the Company outstanding as of November 13, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


 CUSIP No. 69366J200      13G      Page  7  of 12 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

VCVC Management III LLC (“VCVC Management III”)

  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

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

803,067 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.2% *

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCVC Management III is the manager of VCVC III, which is the record holder of 803,067 shares (the “Shares”). VCVC Management III is not a record holder of the Shares and disclaims all beneficial ownership in the Shares. Paul G. Allen is the sole owner of Cougar, which is the managing member of VCVC Management III, which is the manager of VCVC III, and Mr. Allen has sole voting and dispositive power over the Shares.
* Based upon 24,917,089 shares of common stock of the Company outstanding as of November 13, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


 CUSIP No. 69366J200      13G      Page  8  of 12 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

VCVC III LLC (“VCVC III”)

  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

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

803,067 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.2% *

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCVC III is the record holder of 803,067 shares (the “Shares”). VCVC III is managed by VCVC Management III, which in turn in managed by Cougar. Mr. Allen, which is the sole owner of Cougar, has sole voting and dispositive power over the Shares. Mr. Allen, Cougar and VCVC Management III disclaim beneficial ownership of the Shares held by VCVC III, except to the extent of their respective pecuniary interest therein.
* Based upon 24,917,089 shares of common stock of the Company outstanding as of November 13, 2013, as reported by the Company in its Quarterly Report on F


 CUSIP No. 69366J200      13G      Page  9  of 12 Pages

 

Item 1(a) Name of Issuer:

 

     PTC Therapeutics, Inc.

 

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

 

     100 Corporate Court, South Plainfield, NJ 07080

 

Item 2(a) Name of Person Filing:

 

     (i)         Paul G. Allen;

 

     (ii)        Vulcan Ventures Incorporated (“VVI”);

 

     (iii)       Vulcan Capital Venture Capital Management I LLC (“VCVC Management I”);

 

     (iv)       Vulcan Capital Venture Capital I LLC (“VCVC I”);

 

     (v)        Cougar Investment Holdings LLC (“Cougar”);

 

     (vi)       VCVC Management III LLC (“VCVC Management III”);

 

     (vii)      VCVC III LLC (“VCVC III”).

 

     The foregoing persons hereinafter sometimes collectively are referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit 99.1 hereto.

 

Item 2(b) Address of Principal Business Office or, If None, Residence

 

     (i)        505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

     (ii)       505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

     (iii)      505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

     (iv)      505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

     (v)       505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

     (vi)      505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

     (vii)     505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

Item 2(c) Citizenship:

 

     (i)        U.S.

 

     (ii)       Washington

 

     (iii)      Delaware

 

     (iv)      Delaware

 

     (v)       Delaware

 

     (vi)      Delaware

 

     (vii)     Delaware

 

Item 2(d) Title of Class of Securities:

 

     Common Stock, $0.001 par value per share


 CUSIP No. 69366J200      13G      Page  10  of 12 Pages

 

Item 2(e) CUSIP Number:

 

     69366J200

 

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:

 

     (a)  ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

 

     (b)  ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

     (c)  ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

     (d)  ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

     (e)  ¨ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

 

     (f)  ¨ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

 

     (g)  ¨ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

 

     (h)  ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

     (i)  ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

     (j)  ¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

     (k)  ¨ Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:                 

 

     Not applicable.

 

Item 4. Ownership

Reporting Person

   Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class*
 

Paul G. Allen

     1,701,731         0         1,701,731         0         1,701,731         6.8

VVI

     0         0         0         0         898,664         3.6

VCVC Management I

     0         0         0         0         797,102         3.2

VCVC I

     0         0         0         0         797,102         3.2

Cougar

     0         0         0         0         803,067         3.2

VCVC Management III

     0         0         0         0         803,067         3.2

VCVC III

     0         0         0         0         803,067         3.2

 

     Paul G. Allen, who is the sole owner of VVI and Cougar, has sole voting and dispositive power over the aggregate 1,701,731 shares, including the 101,562 shares held of record by VVI, the 797,102 shares held of record by VCVC I and the 803,067 shares held of record by VCVC III. VVI is the managing member of VCVC Management I, which is the manager of VCVC I. Cougar is the managing member of VCVC Management III, which is the manager of VCVC III. Mr. Allen and VVI disclaim beneficial ownership of the shares held by VCVC I, except to the extent of their respective pecuniary interest in such shares, and Mr. Allen, Cougar and VCVC Management III disclaim beneficial ownership of the shares held by VCVC III, except to the extent of their respective pecuniary interest therein.

 

  * Based upon 24,917,089 shares of common stock of the Company outstanding as of November 13, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


 CUSIP No. 69366J200      13G      Page  11  of 12 Pages

 

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 or more than five percent of the class of securities, check the following box:  ¨

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

     Not applicable.

 

Item 7. Identification and Classification of 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 Group

 

     Not applicable.

 

Item 10. Certifications

 

     Not applicable.


 CUSIP No. 69366J200      13G      Page  12  of 12 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.

 

Dated: February 14, 2014   PAUL G. ALLEN
  By:  

/s/ PAUL GHAFFARI

  Name:   Paul Ghaffari
  Title:   Attorney-in-fact for Paul G. Allen
Dated: February 14, 2014   VULCAN VENTURES INCORPORATED
  By:  

/s/ PAUL GHAFFARI

  Name:   Paul Ghaffari
  Title:   Vice President
Dated: February 14, 2014  

VULCAN CAPITAL VENTURE CAPITAL

MANAGEMENT I LLC

  By Vulcan Ventures Incorporated, its Managing Member
  By:  

/s/ PAUL GHAFFARI

  Name:   Paul Ghaffari
  Title:   Vice President
Dated: February 14, 2014   VULCAN CAPITAL VENTURE CAPITAL I LLC
 

By Vulcan Capital Venture Capital Management I LLC, its

      Manager

  By Vulcan Ventures Incorporated, its Managing Member
  By:  

/s/ PAUL GHAFFARI

  Name:   Paul Ghaffari
  Title:   Vice President
Dated: February 14, 2014   COUGAR INVESTMENT HOLDINGS LLC
  By:  

/s/ PAUL GHAFFARI

  Name:   Paul Ghaffari
  Title:   Vice President
Dated: February 14, 2014   VCVC MANAGEMENT III LLC
  By Cougar Investment Holdings LLC, its Managing Member
  By:  

/s/ PAUL GHAFFARI

  Name:   Paul Ghaffari
  Title:   Vice President


Dated: February 14, 2014

    VCVC III LLC
    By VCVC Management III LLC, its Manager
    By Cougar Investment Holdings LLC, its Managing Member
    By:  

/s/ PAUL GHAFFARI

    Name:   Paul Ghaffari
    Title:   Vice President


EXHIBIT INDEX

 

Exhibit

  

Title

99.1    Joint Filing Agreement dated February 14, 2014 among the Reporting Persons
99.2    Power of Attorney