Sec Form 4 Filing - VENROCK ASSOCIATES IV L P @ Bellerophon Therapeutics, Inc. - 2019-10-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
VENROCK ASSOCIATES IV L P
2. Issuer Name and Ticker or Trading Symbol
Bellerophon Therapeutics, Inc. [ BLPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O VENROCK, 3340 HILLVIEW AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/24/2019
(Street)
PALO ALTO, CA94304
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/24/2019( 1 ) S 704,595 ( 2 ) D $ 0.5015 ( 3 ) 6,824,425 I By funds ( 4 )
Common Stock 10/25/2019( 1 ) S 56,242 ( 5 ) D $ 0.4536 ( 3 ) 6,768,183 I By funds ( 4 )
Common Stock 10/28/2019( 1 ) S 333,010 ( 6 ) D $ 0.4387 ( 3 ) 6,435,173 I By funds ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VENROCK ASSOCIATES IV L P
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
VENROCK ENTREPRENEURS FUND IV L P
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
VEF Management IV, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
Koh Bong Y
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
Venrock Healthcare Capital Partners II, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
Venrock Management IV, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
Venrock Partners Management, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
Venrock Partners, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
VHCP Co-Investment Holdings II, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
VHCP Management II, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
Signatures
/s/ David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Attorney-in-fact 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 10/28/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is the first of two Form 4s being filed to report the beneficial ownership of the following Reporting Persons: Venrock Associates IV, LP, Venrock Partners, LP, Venrock Entrepreneurs Fund IV, LP, Venrock Management IV, LLC, Venrock Partners Management, LLC, VEF Management IV, LLC, Venrock Healthcare Capital Partners II, LP, VHCP Management II, LLC, VHCP Co Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, LP, VHCP Management III, LLC, VHCP Co Investment Holdings III, LLC, Bong Koh and Nimish Shah. Two Form 4s are being filed because each form can report a maximum of 10 reporting persons.
( 2 )Consists of: 316,797 shares sold by Venrock Healthcare Capital Partners II, LP, 128,431 shares sold by VHCP Co-Investment Holdings II, LLC, 235,791 shares sold by Venrock Healthcare Capital Partners III, LP and 23,576 shares sold by VHCP Co-Investment Holdings III, LLC.
( 3 )The price in Column 4 is a weighted average price. These shares were sold in multiple transactions a prices within a range of $1.00. The Reporting Persons undertake to provide the Issuer, any security holder of 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 this range.
( 4 )Venrock Management IV, LLC ("VM4") is the general partner of Venrock Associates IV, LP. Venrock Partners Management, LLC ("VPM") is the general partner of Venrock Partners, LP. VEF Management IV, LLC ("VEFM") is the general partner of Venrock Entrepreneurs Fund IV, LP. VHCP Management II, LLC ("VHCPM2") is the general partner of Venrock Healthcare Capital Partners II, LP and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC ("VHCPM3") is the general partner of Venrock Healthcare Capital Partners III, LP and the manager of VHCP Co-Investment Holdings III, LLC. Bong Koh and Nimish Shah are the managing members of VHCPM2 and VHCPM3. Each of VM4, VPM, VEFM, VHCPM2, VHCPM3, Bong Koh and Nimish Shah (together, the "Managers") may be deemed to beneficially own these shares. Each of the Managers expressly disclaims beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
( 5 )Consists of: 25,287 shares sold by Venrock Healthcare Capital Partners II, LP, 10,252 shares sold by VHCP Co-Investment Holdings II, LLC, 18,821 shares sold by Venrock Healthcare Capital Partners III, LP and 1,882 shares sold by VHCP Co-Investment Holdings III, LLC.
( 6 )Consists of: 149,726 shares sold by Venrock Healthcare Capital Partners II, LP, 60,700 shares sold by VHCP Co-Investment Holdings II, LLC, 111,441 shares sold by Venrock Healthcare Capital Partners III, LP and 11,143 shares sold by VHCP Co-Investment Holdings III, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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