concert-sch13g_17908.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2
 
 
(Amendment No. __)
 
 

Concert Pharmaceuticals, Inc.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
206022105
(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)
o Rule 13d-1(c)
x Rule 13d-1(d)
 
(1)  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.  206022105
13G
Page 2 of 17
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TVM Life Science Ventures VI GmbH & Co KG
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,483,672 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
1,483,672 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,483,672 shares
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No.  206022105
13G
Page 3 of 17
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TVM Life Science Ventures VI L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,483,672 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
1,483,672 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,483,672 shares
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No.  206022105
13G
Page 4 of 17
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TVM Life Science Ventures Management VI L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,483,672 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
1,483,672 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,483,672 shares
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No.  206022105
13G
Page 5 of 17
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Hubert Birner
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,483,672 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
1,483,672 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,483,672 shares
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  206022105
13G
Page 6 of 17
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stefan Fischer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,483,672 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
1,483,672 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,483,672 shares
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  206022105
13G
Page 7 of 17
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Alexandra Goll
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,483,672 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
1,483,672 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,483,672 shares
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  206022105
13G
Page 8 of 17
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Helmut Schühsler
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,483,672 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH
8
SHARED DISPOSITIVE POWER
 
1,483,672 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,483,672 shares
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  206022105
13G
Page 9 of 17
 
 
Schedule 13G
 
 
Item 1(a).
Name of Issuer:

Concert Pharmaceuticals, Inc.
 

Item 1(b).
Address of Issuer's Principal Executive Offices:

99 Hayden Avenue, Suite 500, Lexington, MA, 02421
 

Item 2(a).
Name of Persons Filing:

This joint statement on Schedule 13G is filed by TVM Life Science Ventures VI GmbH & Co KG (“TVM VI”), TVM Life Science Ventures VI L.P. (“TVM VI Cayman” and together with TVM VI, the “Funds”), TVM Life Science Ventures Management VI L.P. (“TVM VI Management”) and Hubert Birner (“Birner”), Stefan Fischer (“Fischer”), Alexandra Goll (“Goll”), and Helmut Schühsler (“Schühsler”) (collectively, the “IC Members”).  The IC Members are the members of the investment committee of TVM VI Management.   TVM VI, TVM VI Cayman, TVM VI Management and the IC Members are collectively referred to herein as the “Reporting Persons”.
 

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Reporting Persons is c/o TVM Capital Group, Maximilianstrasse 35C, Munich, 2M, 80539, Germany.
 

Item 2(c).
Citizenship:

TVM VI is a German limited partnership. TVM VI Cayman is a Cayman Islands exempted limited partnership.  TVM VI Management is a Delaware limited partnership.  Birner, Fischer, Goll and Schühsler are citizens of Germany.
 

Item 2(d).
Title of Class of Securities:

Common Stock
 

Item 2(e).
CUSIP Number:

206022105
 

Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.
 
 
 
 
CUSIP No.  206022105
13G
Page 10 of 17
 
 
 
 
Item 4.
Ownership.

(a)       
Amount beneficially owned:

TVM VI is the record owner of 1,104,969 shares of Common Stock as of December 31, 2015 (the “TVM VI Shares”).  TVM VI Cayman is the record owner of 378,703 shares of Common Stock as of December 31, 2015 (the “TVM VI Cayman Shares” and, collectively with the TVM VI Shares, the “Firm Shares”).  As the special limited partner of TVM VI and TVM VI Cayman, TVM VI Management may be deemed to own beneficially the Firm Shares.  As the members of the investment committee of TVM VI Management, each of the IC Members may be deemed to own beneficially the Firm Shares.

By virtue of their relationship as affiliated entities, each controlled by TVM VI Management and the IC Members, each of the Funds may be deemed to share the power to direct the disposition and vote of the Firm Shares.

(b)       
Percent of class:

This percentage is calculated based upon 22,083,687 shares of Common Stock outstanding as of October 30, 2015 as set forth in Issuer’s Quarterly Report on Form 10-Q,  for the fiscal quarter ended September 30, 3015 filed with the Securities and Exchange Commission on November 5, 2015.

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

(i)         Sole power to vote or to direct the vote:  see line 5 of cover sheets.

(ii)       Shared power to vote or to direct the vote:  see line 6 of cover sheets.

 
(iii)
Sole power to dispose or to direct the disposition of:  see line 7 of cover sheets.

 
(iv)
Shared power to dispose or to direct the disposition of:   see line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.
 

Item 5.
Ownership of Five Percent or Less of a Class.

Not applicable.
 

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

Not applicable.
 
 
 
 
 
 
 
CUSIP No.  206022105
13G
Page 11 of 17
 
 
 
 
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 Group.

Not applicable.
 

Item 10.
Certification.

Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  206022105
13G
Page 12 of 17
 
 
SIGNATURES
 
 
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.

Date:           February 16, 2016

TVM LIFE SCIENCE VENTURES VI GMBH & CO KG

By:          TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.
Special Limited Partner

By: /s/ Helmut Schühsler                                
 
Name:Helmut Schühsler
 
Title:   Authorized Officer

By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer
 
TVM LIFE SCIENCE VENTURES VI L.P.

By:          TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.
Special Limited Partner
By: /s/ Helmut Schühsler                                
 
Name:Helmut Schühsler
 
Title:   Authorized Officer
 
By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer

TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.

By: /s/ Helmut Schühsler                                
 
Name:Helmut Schühsler
 
Title:   Authorized Officer
 
By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer

 
         *                                
  
Hubert Birner


         *                                
  
Stefan Fischer


         *                                
  
Alexandra Goll


         *                                
  
Helmut Schühsler

 
/s/ Rolf Starck                                 
Rolf Starck
As attorney-in-fact

* This Schedule 13G was executed by Rolf Starck on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 2.
 
 
 
CUSIP No.  206022105
13G
Page 13 of 17
 
EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Concert Pharmaceuticals, Inc.
 
Date:           February 16, 2016
 
TVM LIFE SCIENCE VENTURES VI GMBH & CO KG

By:          TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.
Special Limited Partner

By: /s/ Helmut Schühsler                                
 
Name:Helmut Schühsler
 
Title:   Authorized Officer
 
By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer
 
TVM LIFE SCIENCE VENTURES VI L.P.

By:          TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.
Special Limited Partner
By: /s/ Helmut Schühsler                                
 
Name:Helmut Schühsler
 
Title:   Authorized Officer

By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer
 
TVM LIFE SCIENCE VENTURES MANAGEMENT VI L.P.

By: /s/ Helmut Schühsler                                
 
Name:Helmut Schühsler
 
Title:   Authorized Officer
 
By: /s/ Josef Moosholzer                          
Name:  Josef Moosholzer
Title:  Authorized Officer

 
         *                                
  
Hubert Birner


         *                                
  
Stefan Fischer


         *                                
  
Alexandra Goll


         *                                
  
Helmut Schühsler
 

/s/ Rolf Starck                                 
Rolf Starck
As attorney-in-fact
 
* This Agreement with respect to Schedule 13G was executed by Rolf Starck on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 2.
 
 
 
CUSIP No.  206022105
13G
Page 14 of 17
 
EXHIBIT 2

 
 

POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Rolf Starck as the undersigned’s true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By:           /s/ Dr. Hubert Birner                        
Dr. Hubert Birner


 

 


Dated: March 19, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  206022105
13G
Page 15 of 17
 
 
 
 
POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Rolf Starck as the undersigned’s true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By:           /s/ Stefan Fischer                           
Stefan Fischer

 

 



Dated: March 19, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  206022105
13G
Page 16 of 17
 
 
 
 
POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Rolf Starck as the undersigned’s true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By:          /s/ Dr. Alexandra Goll                                                                                      
Dr. Alexandra Goll



 
 

 

Dated: March 19, 2013
























 
 
 
 
 
CUSIP No.  206022105
13G
Page 17 of 17
 




POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Rolf Starck as the undersigned’s true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By:          /s/ Helmut Schühsler                                                                 
Helmut Schühsler

 
 

 



Dated: March 19, 2013