Sec Form 13G Filing - ALLEN PAUL G @ PTC THERAPEUTICS INC.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Amendment No. 2

PTC Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

69366J200

(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 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).

13G—AMENDMENT NO. 2


CUSIP No. 69366J200		Page 2 of 10 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		5	SOLE VOTING POWER 261,562 (2)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 261,562 (2)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 261,562 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% (3)
12	TYPE OF REPORTI NG PERSON IN

(1)

This Schedule 13G is filed by Paul G. Allen, Vulcan Ventures Incorporated (“VVI”), 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, 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 261,562 shares (the “Shares”), including (a) the 101,562 shares held of record by VVI (the “VVI Shares”) and (b) the 160,000 shares held of record by VCVC III (the “VCVC III Shares”). Mr. Allen is not a holder of record of any of the Shares, and disclaims all beneficial ownership in the shares held by VVI and VCVC III, except to the extent of his pecuniary interest therein.

(3)	Based upon 34,271,694 shares of common stock of the Company outstanding as of November 5, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2015.

13G—AMENDMENT NO. 2


CUSIP No. 69366J200		Page 3 of 10 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		5	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 101,562 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% (2)
12	TYPE OF REPORTING PERSON CO

(1)	VVI is the record holder of the 101,562 VVI Shares. Paul G. Allen is the sole owner of VVI, and has sole voting and dispositive power over the VVI Shares.

(2)	Based upon 34,271,694 shares of common stock of the Company outstanding as of November 5, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

13G—AMENDMENT NO. 2


CUSIP No. 69366J200		Page 4 of 10 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		5	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 160,000 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% (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 the 160,000 VCVC III Shares. Cougar is not a record holder of the VCVC III Shares and disclaims all beneficial ownership in the VCVC III Shares, except to the extent of its pecuniary interest therein. Paul G. Allen is the sole owner of Cougar and has sole voting and dispositive power over the VCVC III Shares.

(2)	Based upon 34,271,694 shares of common stock of the Company outstanding as of November 5, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

13G—AMENDMENT NO. 2


CUSIP No. 69366J200		Page 5 of 10 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		5	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 160,000 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% (2)
12	TYPE OF REPORTING PERSON OO

(1)

VCVC Management III is the manager of VCVC III, which is the record holder of the 160,000 VCVC III Shares. VCVC Management III is not a record holder of the VCVC III Shares and disclaims all beneficial ownership in the VCVC III Shares, except to the extent of its pecuniary interest therein. Paul G. Allen is the sole owner of Cougar, which is the managing member of VCVC Management III, and has sole voting and dispositive power over the VCVC III Shares.

(2)	Based upon 34,271,694 shares of common stock of the Company outstanding as of November 5, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

13G—AMENDMENT NO. 2


CUSIP No. 69366J200		Page 6 of 10 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		5	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 160,000 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% (2)
12	TYPE OF REPORTING PERSON OO

(1)

VCVC III is the record holder of the 160,000 VCVC III Shares. VCVC III is managed by VCVC Management III, which in turn in managed by Cougar. Mr. Allen, who is the sole owner of Cougar, has sole voting and dispositive power over the VCVC III Shares. Mr. Allen, Cougar and VCVC Management III are not the record holders of the VCVC III Shares and disclaim all beneficial ownership in the VCVC III Shares, except to the extent of their respective pecuniary interest therein.

(2)	Based upon 34,271,694 shares of common stock of the Company outstanding as of November 5, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.


	13G—AMENDMENT NO. 2

CUSIP No. 69366J200		Page 7 of 10 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)

Cougar Investment Holdings LLC (“Cougar”);

(iv)

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

(v)

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)