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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Coherus Oncology, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
19249H103 (CUSIP Number) |
09/05/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 19249H103 |
| 1 | Names of Reporting Persons
Bering Partners II, L.P. ("Bering II") | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,763,062.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) 4,763,062 shares, except that Bering Partners II GP, L.L.C., the general partner of Bering II ("Bering II GP"), may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Bering II and Evgeny Zaytsev ("Zaytsev") and Philip Sawyer ("Sawyer"), the managing members of Bering II GP, may be deemed to have shared power to vote these shares. (2) Includes (i) 4,763,062 shares of Common Stock held by Bering II and based on 116,227,275 shares of the Issuer's Common Stock outstanding as of July 31, 2025 as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Common Stock only.
SCHEDULE 13G
|
| CUSIP No. | 19249H103 |
| 1 | Names of Reporting Persons
Bering Partners II GP, L.L.C. ("Bering II GP") | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,763,062.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) 4,763,062 shares, of which all are directly owned by Bering II. Bering II GP, the general partner of Bering II, may be deemed to have sole power to vote these shares. Zaytsev and Sawyer, the managing members of Bering II GP, may be deemed to have shared power to vote these shares. (2) Includes (i) 4,763,062 shares of Common Stock held by Bering II and based on 116,227,275 shares of the Issuer's Common Stock outstanding as of July 31, 2025 as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Common Stock only.
SCHEDULE 13G
|
| CUSIP No. | 19249H103 |
| 1 | Names of Reporting Persons
Bering Partners III, L.P. ("Bering III") | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,826,446.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) 2,826,446 shares, except that Bering Partners III GP, L.L.C., the general partner of Bering III ("Bering III GP"), may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Bering III and Evgeny Zaytsev ("Zaytsev") and Philip Sawyer ("Sawyer"), the managing members of Bering III GP, may be deemed to have shared power to vote these shares. (2) Includes (i) 2,826,446 shares of Common Stock held by Bering III and (ii) 1,274,623 shares of Common Stock issuable upon exercise of a warrant to purchase shares of Common Stock (the "Warrant") held by Bering III, and based on 116,227,275 shares of the Issuer's Common Stock outstanding as of July 31, 2025 as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Common Stock only (assuming conversion of the 1,274,623 of shares attributable to the remaining exercisable warrant held by Bering III GP as of October 21, 2025).
SCHEDULE 13G
|
| CUSIP No. | 19249H103 |
| 1 | Names of Reporting Persons
Bering Partners III GP, L.L.C. ("Bering III GP") | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,826,446.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) 2,826,446 shares, except that Bering Partners III GP, L.L.C., the general partner of Bering III ("Bering III GP"), may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Bering III and Evgeny Zaytsev ("Zaytsev") and Philip Sawyer ("Sawyer"), the managing members of Bering III GP, may be deemed to have shared power to vote these shares. (2) Includes (i) 2,826,446 shares of Common Stock held by Bering III and (ii) 1,274,623 shares of Common Stock issuable upon exercise of a warrant to purchase shares of Common Stock (the "Warrant") held by Bering III, and based on 116,227,275 shares of the Issuer's Common Stock outstanding as of July 31, 2025 as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Common Stock only (assuming conversion of the 1,274,623 of shares attributable to the remaining exercisable warrant held by Bering III GP as of October 21, 2025).
SCHEDULE 13G
|
| CUSIP No. | 19249H103 |
| 1 | Names of Reporting Persons
Evgeny Zaytsev ("Zaytsev") | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,602,708.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) 7,602,708 shares, of which 4,763,062 are directly owned by Bering II, 2,826,446 are directly owned by Bering III and 13,200 are directly owned by Zaytsev. Bering II GP, the general partner of Bering II, and Bering III GP, the general partner of Bering III, may each be deemed to have sole power to vote the shares of Bering II and Bering III, respectively, and Zaytsev and Sawyer, the managing members of Bering II GP and Bering III GP, may be deemed to have shared power to vote these shares. (2) Includes 7,602,708 shares of Common Stock, of which 4,763,062 are directly owned by Bering II, 2,826,446 are directly owned by Bering III, 13,200 are directly owned by Zaytsev and 1,274,623 shares of Common Stock issuable upon exercise of a warrant to purchase shares of Common Stock (the "Warrant") held by Bering III, and based on 116,227,275 shares of the Issuer's Common Stock outstanding as of July 31, 2025 as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Common Stock only (assuming conversion of the 1,274,623 of shares attributable to the remaining exercisable warrant held by Bering III GP as of October 21, 2025).
SCHEDULE 13G
|
| CUSIP No. | 19249H103 |
| 1 | Names of Reporting Persons
Philip Sawyer ("Sawyer") | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,589,508.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) 7,589,508 shares, of which 4,763,062 are directly owned by Bering II, 2,826,446 are directly owned by Bering III. Bering II GP, the general partner of Bering II, and Bering III GP, the general partner of Bering III, may each be deemed to have sole power to vote the shares of Bering II and Bering III, respectively, and Zaytsev and Sawyer, the managing members of Bering II GP and Bering III GP, may be deemed to have shared power to vote these shares. (2) Includes 7,589,508 shares of Common Stock, of which 4,763,062 are directly owned by Bering II, 2,826,446 are directly owned by Bering III and 1,274,623 shares of Common Stock issuable upon exercise of a warrant to purchase shares of Common Stock (the "Warrant") held by Bering III, and based on 116,227,275 shares of the Issuer's Common Stock outstanding as of July 31, 2025 as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Common Stock only (assuming conversion of the 1,274,623 of shares attributable to the remaining exercisable warrant held by Bering III GP as of October 21, 2025).
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Coherus Oncology, Inc. | |
| (b) | Address of issuer's principal executive offices:
333 Twin Dolphin Drive, Suite 600 Redwood City, CA, 94065 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed by Bering Partners II, L.P. ("Bering II"), Bering Partners II GP, L.L.C., a Delaware limited liability company ("Bering II GP"), Bering Partners III, L.P. ("Bering III"), Bering Partners III GP, L.L.C., a Delaware limited liability company ("Bering III GP"), Evgeny Zaytsev ("Zaytsev") and Philip Sawyer ("Sawyer"). The foregoing entities and individuals are collectively referred to as the "Reporting Persons." Bering II GP, the general partner of Bering II, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Bering II. Bering III GP, the general partner of Bering III, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Bering III. Zaytsev and Sawyer are managing members of Bering II GP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Bering II. Zaytsev and Sawyer are managing members of Bering III GP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Bering III. | |
| (b) | Address or principal business office or, if none, residence:
Bering Capital 601 California Street, Suite 620 San Francisco, CA 94108 | |
| (c) | Citizenship:
Bering II is a Delaware limited partnership. Bering II GP is a Delaware limited liability company. Bering III is a Delaware limited partnership. Bering III GP is a Delaware limited liability company. Zaytsev and Sawyer are United States citizens. | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
19249H103 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreement of Bering II, the limited partnership agreement of Bering III, the limited liability company agreement of Bering II GP, and the limited liability company agreement of Bering III GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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