SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 4*

 

 

OPHTHOTECH CORPORATION

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

683745103

(CUSIP Number)

SVLSF IV, LLC

One Boston Place

201 Washington Street, Suite 3900

Boston, MA 02108

(617) 367-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 19, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	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).

 

 

 

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CUSIP No. 683745103

 

1		Name of reporting person   SVLSF IV, LLC
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Source of funds       OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       1,798,906
				8		Shared voting power       - 0 -
				9		Sole dispositive power       1,798,906
				10		Shared dispositive power       - 0 -
11		Aggregate amount beneficially owned by each reporting person       1,798,906
12		Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       5.26%(1)
14		Type of reporting person       OO

 

(1)	Percentage calculated using a denominator of 34,174,090 shares of Common Stock of Issuer as of February 23, 2015.

 

2

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CUSIP No. 683745103

 

1		Name of reporting person   SV Life Sciences Fund IV, L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Source of funds       OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       1,798,906
				8		Shared voting power       - 0 -
				9		Sole dispositive power       1,798,906
				10		Shared dispositive power       - 0 -
11		Aggregate amount beneficially owned by each reporting person       1,798,906
12		Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       5.26%(1)
14		Type of reporting person       PN

 

 

3

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CUSIP No. 683745103

 

1		Name of reporting person   SV Life Sciences Fund IV Strategic Partners, L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Source of funds       OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       1,798,906
				8		Shared voting power       - 0 -
				9		Sole dispositive power       1,798,906
				10		Shared dispositive power       - 0 -
11		Aggregate amount beneficially owned by each reporting person       1,798,906
12		Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       5.26%(1)
14		Type of reporting person       PN

 

 

4

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CUSIP No. 683745103

 

1		Name of reporting person   SV Life Sciences Fund IV (GP), L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Source of funds       OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       1,798,906
				8		Shared voting power       - 0 -
				9		Sole dispositive power       1,798,906
				10		Shared dispositive power       - 0 -
11		Aggregate amount beneficially owned by each reporting person       1,798,906
12		Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       5.26%(1)
14		Type of reporting person       PN

 

 

5

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CUSIP No. 683745103

 

1		Name of reporting person   SV Life Sciences Advisers, LLC
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Source of funds       OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       254,237
				8		Shared voting power       - 0 -
				9		Sole dispositive power       254,237
				10		Shared dispositive power       - 0 -
11		Aggregate amount beneficially owned by each reporting person       254,237
12		Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       0.74%(1)
14		Type of reporting person       OO

 

 

6

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CUSIP No. 683745103

This Amendment No. 4 to Schedule 13D (the “Amendment”) is being filed by the Reporting Persons (as defined in Item 2(a) below) to disclose certain transactions in the securities of Ophthotech Corporation (the “Issuer”). This Amendment is being filed, among other items, to disclose the disposition of some of the shares of the Issuer’s Common Stock held by the Reporting Persons subsequent to the expiration of a lock-up agreement executed by the Reporting Persons in connection with an underwritten public offering of the Issuer’s Common Stock in which the Reporting Persons participated and which closed on February 18, 2014.

 

Item 2(a).

Name of Persons Filing:

This statement is filed on behalf of the following persons with respect to shares of Common Stock of the Issuer beneficially owned by such persons:

 

(i)

SV Life Sciences Fund IV, L.P. (“SVLS IV LP”) (holding 1,749,243 shares of Common Stock) and SV Life Sciences Fund IV Strategic Partners, L.P. (“Strategic Partners”) (holding 49,663 shares of Common Stock), each a Delaware limited partnership, and SV Life Sciences Advisers, LLC, a Delaware limited liability company (“Advisers”) (holding 254,237 shares of Common Stock), each direct owners of the shares of Common Stock of the Issuer (together, the “Shares”);

 

(ii)

SV Life Sciences Fund IV (GP), L.P., a Delaware limited partnership (“SVLS IV GP”) and general partner of SVLS IV LP and Strategic Partners; and

 

(iii)

SVLSF IV, LLC, a Delaware limited liability company and general partner of SVLS IV GP.

Each of SVLS IV LP, Strategic Partners, Advisers, SVLS IV GP and SVLSF IV, LLC are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 5.

Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon the total of 34,174,090 shares of Common Stock outstanding as of February 23, 2015 as indicated in the Issuer’s Annual Report on Form 10-K filed March 2, 2015.

The Funds, SVLS IV GP and SVLS IV, LLC may each be deemed to beneficially own, in the aggregate, 1,798,906 shares of Common Stock, constituting approximately 5.26% of the Common Stock outstanding. Advisers may be deemed to beneficially own 254,237 shares of Common Stock, constituting approximately 0.74% of the Common Stock outstanding.

As of the close of business on March 31, 2015, SVLS IV LP owned directly 1,749,243 shares of Common Stock, constituting approximately 5.12% of the Common Stock outstanding.

As of the close of business on March 31, 2015, Strategic Partners owned directly 49,663 shares of Common Stock, constituting approximately 0.14% of the Common Stock outstanding.

As of the close of business on March 31, 2015, Advisers owned directly 254,237 shares of Common Stock, constituting approximately 0.74% of the Common Stock outstanding.

SVLS IV LP and Strategic Partners (each a “Fund”, or collectively the “Funds”) may be deemed to beneficially own the Shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of Shares held by any other Fund except to the extent of any pecuniary interest therein.

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SVLS IV GP, the general partner of SVLS IV LP and Strategic Partners, may be deemed to beneficially own the Shares held by SVLS IV LP and Strategic Partners. SVLS IV GP disclaims beneficial ownership of Shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

SVLSF IV, LLC, the general partner of SVLS IV GP, may be deemed to beneficially own the Shares held by SVLS IV LP and Strategic Partners. SVLSF IV, LLC disclaims beneficial ownership of Shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

Advisers, the management company of the Funds, may be deemed to share voting power and control with the Shares held by each of SVLS IV LP and Strategic Partners. Advisers disclaims beneficial ownership of the Shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

(c) On March 11, 2015, SVLS IV LP and Strategic Partners sold 44,600 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $53.14 per share. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.25.

On March 12, 2015, SVLS IV LP and Strategic Partners sold 43,215 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $53.18 per share. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.30.

On March 13, 2015, SVLS IV LP and Strategic Partners sold 48,100 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $53.23 per share. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.62.

On March 16, 2015, SVLS IV LP and Strategic Partners sold 123,000 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $53.24 per share. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.39.

On March 17, 2015, SVLS IV LP and Strategic Partners sold 77,100 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $53.33 per share. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.59.

On March 18, 2015, SVLS IV LP and Strategic Partners sold 2,000 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $53.03 per share. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.33.

On March 19, 2015, SVLS IV LP and Strategic Partners sold 79,174 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $53.02 per share. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.15.

On March 20, 2015, SVLS IV LP and Strategic Partners sold 31,783 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $53.17 per share. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.84.

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On March 23, 2015, SVLS IV LP and Strategic Partners sold 7,700 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $50.45 per share. These shares were sold in multiple transactions at prices ranging from $50.29 to $50.63.

On March 24, 2015, SVLS IV LP and Strategic Partners sold 16,500 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $51.21 per share. These shares were sold in multiple transactions at prices ranging from $50.17 to $52.19.

On March 25, 2015, SVLS IV LP and Strategic Partners sold 900 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $50.21 per share. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.61.

On March 27, 2015, SVLS IV LP and Strategic Partners sold 18,000 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $49.49 per share. These shares were sold in multiple transactions at prices ranging from $49.00 to $50.00.

On March 30, 2015, SVLS IV LP and Strategic Partners sold 41,302 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $48.49 per share. These shares were sold in multiple transactions at prices ranging from $48.00 to $50.12.

On March 31, 2015, SVLS IV LP and Strategic Partners sold 35,058 shares of the Issuer’s Common Stock in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $47.09 per share. These shares were sold in multiple transactions at prices ranging from $46.38 to $48.09.

The Reporting Persons undertake to provide to the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

 

Item 7.

Material to be Filed as Exhibits.

 

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 2, 2015