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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.    )*

 

Jazz Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

472147107

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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).

 


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons.
Versant Affiliates Fund II-A, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
30,724 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
30,724 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
30,724 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
0.9% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; and (ii) a warrant to acquire 2,464 shares held by VAF II-A.  VV II serves as the sole general partner of VAF II-A and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A; however, they disclaim beneficial ownership of the shares held by VAF II-A except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009. 

 

2


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons.
Versant Side Fund II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
14,379 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
14,379 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,379 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
0.04% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

 

(2)

 

Includes (i) 13,247 shares held by VSF II;  and (ii) a warrant to acquire 1,132 shares held by VSF II.  VV II serves as the sole general partner of VSF II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VSF II; however, they disclaim beneficial ownership of the shares held by VSF II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

3


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons.
Versant Venture Capital II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,618,289 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
1,618,289 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,289 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.22% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 1,488,676 shares held by VVC II; and (ii) a warrant to acquire 129,613 shares held by VVC II.  VV II serves as the sole general partner of VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VVC II; however, they disclaim beneficial ownership of the shares held by VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

4


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Versant Ventures II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
OO

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

5


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Brian G. Atwood

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

6


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Samuel D. Colella

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
34,739 shares (2)

 

6

Shared Voting Power
1,663,392 shares of Common Stock (3)

 

7

Sole Dispositive Power
34,739 shares (2)

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,131 shares of Common Stock (2) (3)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.48% (4)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

 

(2)

 

Consists of (i) options to acquire 30,000 shares of Common Stock held directly by SDC for the benefit of VVII; and (ii) phantom stock to acquire the equivalent of 4,739 shares of Common Stock held directly by SDC for the benefit of VV II.

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(4)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009. 

 

7


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Ross A. Jaffe

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009. 

 

8


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
William J. Link

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

9


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Donald B. Milder

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

10


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Rebecca B. Robertson

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

11


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Camille D. Samuels

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

12


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Bradley J. Bolzon

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

13


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Charles M. Warden

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009. 

 

14


 

CUSIP No. 472147107

 

 

1

Names of Reporting Persons
Barbara N. Lubash

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,663,392 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,663,392 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,663,392 shares of Common Stock (2)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

 

 

11

Percent of Class Represented by Amount in Row 9
5.37% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)

 

This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Camille D. Samuels (“CDS”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

 

 

(2)

 

Includes (i) 28,260 shares held by VAF II-A; (ii) 13,247 shares held by VSF II; (iii) 1,488,676 shares held by VVC II; (iv) warrant to acquire 2,464 shares held by VAF II-A; (v) warrant to acquire 1,132 shares held by VSF II; and (vi) warrant to acquire 129,613 shares held by VVC II.   VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.   BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009.

 

 

 

(3)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009. 

 

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Jazz Pharmaceuticals, Inc. (the “Issuer”).

 

15

 


 

Item 1

 

(a)

Name of Issuer:
Jazz Pharmaceuticals, Inc.

 

 

Address of Issuer’s Principal Executive Offices:
3180 Porter Drive
Palo Alto, California

 

Item 2

 

(a)

Name of Person(s) Filing:
Versant Affiliates Fund II-A, L.P. (“VAF II-A”)

Versant Side Fund II, L.P.  (“VSF II”)

Versant Venture Capital II, L.P.  (“VVC II”)

Versant Ventures II, LLC (“VV II”)

Brian G. Atwood (“BGA”)

Samuel D. Colella (“SDC”)

Ross A. Jaffe (“RAJ”)

William J. Link (“WJL”)

Donald B. Milder (“DBM”)

Rebecca B. Robertson (“RBR”)

Camille D. Samuels (“CDS”)

Bradley J. Bolzon (“BJB”)

Charles M. Warden (“CMW”)

Barbara N. Lubash (“BNL”)

 

(b)

Address of Principal Business Office:
c/o Versant Ventures
3000 Sand Hill Road
Building 4, Suite 210
Menlo Park, California  94025

 

(b)

Citizenship:

 

Entities:

 

VAF II-A

 

-

 

Delaware, United States of America

 

 

 

VSF II

 

-

 

Delaware, United States of America

 

 

 

VVC II

 

-

 

Delaware, United States of America

 

 

 

VV II

 

-

 

Delaware, United States of America

 

 

 

 

 

 

 

 

 

Individuals:

 

BGA

 

-

 

United States of America

 

 

 

SDC

 

-

 

United States of America

 

 

 

RAJ

 

-

 

United States of America

 

 

 

WJL

 

-

 

United States of America

 

 

 

DBM

 

-

 

United States of America

 

 

 

RBR

 

-

 

United States of America

 

 

 

CDS

 

-

 

United States of America

 

 

 

BJB

 

-

 

Canada

 

 

 

CMW

 

-

 

United States of America

 

 

 

BNL

 

-

 

United States of America

 

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
472147107

 

Item 3

Not applicable.

 

16


 

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009:

 

Reporting Persons

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (2)

 

VAF II-A

 

30,724

 

30,724

 

0

 

30,724

 

0

 

30,734

 

0.10

%

VSF II

 

14,379

 

14,379

 

0

 

14,379

 

0

 

14,379

 

0.04

%

VVC II

 

1,618,289

 

1,618,289

 

0

 

1,618,289

 

0

 

1,618,289

 

5.22

%

VV II

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

BGA

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

SDC

 

34,739

 

34,739

 

1,663,392

 

34,739

 

1,663,392

 

1,698,131

 

5.48

%

RAJ

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

WJL

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

DBM

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

RBR

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

CDS

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

BJB

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

CMW

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

BNL

 

0

 

0

 

1,663,392

 

0

 

1,663,392

 

1,663,392

 

5.37

%

 

(1)

 

VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, RBR, CDS, BJB, CMW and BNL are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.

 

 

 

(2)

 

This percentage is calculated based upon 30,992,088 shares of Common Stock outstanding as of  October 30, 2009, as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

 

Item 5

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:    o

 

Item 6

Ownership of More than Five 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.

 

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.

 

17


 

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.

 

Dated: February 12, 2010

 

 

 

Versant Affiliates Fund II-A, L.P.

 

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund II, L.P.

 

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital II, L.P.

 

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Ventures II, LLC

 

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Managing Member

 

 

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Camille D. Samuels

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Bradley J. Bolzon

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Charles M. Warden

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

18


 

Exhibit(s):

 

A - - Joint Filing Statement

 

19


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Jazz Pharmaceuticals, Inc. is filed on behalf of each of us.

 

Dated: February 12, 2010

 

 

 

Versant Affiliates Fund II-A, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Side Fund II, L.P.

 

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Venture Capital II, L.P.

 

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

Versant Ventures II, LLC

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Managing Member

 

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Camille D. Samuels

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Bradley J. Bolzon

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Charles M. Warden

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

20