SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

FibroGen, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

31572Q808

(CUSIP Number)

December 31, 2015

(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 the disclosures provided in a prior cover page.

The information required in 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. 31572Q808  

 

  1.   

Names of Reporting Persons

 

Thomas B. Neff

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

6,316,371 shares(1)

   6.   

Shared Voting Power

 

Not applicable.

   7.   

Sole Dispositive Power

 

6,316,371 shares(1)

   8.   

Shared Dispositive Power

 

Not applicable.

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,316,371 shares(1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  x

 

20,000 shares(2)

11.  

Percent of Class Represented by Amount in Row 9

 

9.8%(3)

12.  

Type of Reporting Person (see instructions)

 

IN

 

(1) Includes 145,070 shares of Common Stock held by the Thomas B. Neff Family Partnership, 60,946 shares held by BioGrowth Partners, L.P., and 2,533,123 shares of Common Stock issuable pursuant to stock options held by Thomas B. Neff exercisable within 60 days of December 31, 2015.
(2) Shares held by Reporting Person’s wife over which the Reporting Person has no voting or dispositive power.
(3) The percentage calculation is based on 61,985,079 shares of Common Stock outstanding on December 31, 2015, plus the Reporting Person’s options exercisable within 60 days of December 31, 2015.

CUSIP No. 31572Q808  

 

  1.   

Names of Reporting Persons

 

Thomas B. Neff Family Partnership

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

145,070 shares

   6.   

Shared Voting Power

 

Not applicable.

   7.   

Sole Dispositive Power

 

145,070 shares

   8.   

Shared Dispositive Power

 

Not applicable.

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

145,070 shares

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row 9

 

0.2%(1)

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) Based on 61,985,079 shares of Common Stock outstanding on December 31, 2015.

CUSIP No. 31572Q808  

 

  1.   

Names of Reporting Persons

 

BioGrowth Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

60,946 shares

   6.   

Shared Voting Power

 

Not applicable.

   7.   

Sole Dispositive Power

 

60,946 shares

   8.   

Shared Dispositive Power

 

Not applicable.

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

60,946 shares

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row 9

 

0.1%(1)

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) Based on 61,985,079 shares of Common Stock outstanding on December 31, 2015.

Item 1(a).    Name of Issuer: FibroGen, Inc.
Item 1(b).    Address of Issuer’s Principal Executive Offices: 409 Illinois St., San Francisco, CA 94158
Item 2(a).    Name of Person Filing:

 

Thomas B. Neff

Thomas B. Neff Family Partnership (“Family Partnership”)

BioGrowth Partners, L.P. (“BioGrowth Partners”)

Item 2(b).    Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

 

c/o FibroGen, Inc.

409 Illinois St.

San Francisco, CA 94158

Item 2(c).    Citizenship:

 

Thomas B. Neff

Thomas B. Neff Family Partnership

BioGrowth Partners

   

 

US Citizen

California

Delaware

Item 2(d).    Title of Class of Securities: Common Stock
Item 2(e).    CUSIP Number: 31572Q808
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:                     

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 

  (a) Amount Beneficially Owned:

 

Thomas B. Neff

    6,316,371 shares

Family Partnership

    145,070 shares

BioGrowth Partners

    60,946 shares

 

  (b) Percent of Class(1):

 

Thomas B. Neff

    9.8%

Family Partnership

    0.2%

BioGrowth Partners

    0.1%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote:

 

Thomas B. Neff

    6,316,371 shares

Family Partnership

    145,070 shares

BioGrowth Partners

    60,946 shares

 

  (ii) Shared power to vote or to direct the vote:

Not applicable.

 

  (iii) Sole power to dispose or to direct the disposition of:

 

Thomas B. Neff    6,316,371 shares
Family Partnership    145,070 shares
BioGrowth Partners    60,946 shares

 

  (iv) Shared power to dispose or to direct the disposition of:

Not applicable.

 

(1) Based on 61,985,079 shares of Common Stock outstanding on December 31, 2015. Includes 145,070 shares of Common Stock held by the Thomas B. Neff Family Partnership, 60,946 shares held by BioGrowth Partners, L.P., and 2,533,123 shares of Common Stock issuable pursuant to stock options held by Thomas B. Neff exercisable within 60 days of December 31, 2015. Assumes the exercise of Reporting Person’s options exercisable within 60 days of December 31, 2015.

 

Item 5. Ownership of 5 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 of more than 5 percent of the class of securities, check the following  ¨.

 

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

 

Item 7. Identification and Classification of the 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 a Group

Not applicable.

 

Item 10. Certification

Not applicable.

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.

 

February 12, 2016

Date

/s/ Thomas B. Neff

Thomas B. Neff
Individually and as Managing General Partner of the Thomas B. Neff Family Partnership and General Partner of BioGrowth Partners, L.P.