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)
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CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 2 of 14
|
1
|
NAMES OF REPORTING PERSONS
Quaker BioVentures II, 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER*
0
|
|
6
|
SHARED VOTING POWER
2,830,706
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
2,830,706
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,830,706
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9**
19.2%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
|
All share numbers and ownership percentages reported herein are as of December 31, 2011, and include an additional 37,524 shares that may be acquired by Quaker BioVentures II, L.P. upon the exercise of warrants.
|
**
|
All ownership percentages reported herein are based on 14,748,582 outstanding shares of the Issuer’s common stock as of November 11, 2011.
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CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 3 of 14
|
1
|
NAMES OF REPORTING PERSONS
Quaker BioVentures Capital II, 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER*
0
|
|
6
|
SHARED VOTING POWER
2,830,706
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
2,830,706
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,830,706
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9**
19.2%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
|
All share numbers and ownership percentages reported herein are as of December 31, 2011, and include an additional 37,524 shares that may be acquired by Quaker BioVentures II, L.P. upon the exercise of warrants.
|
**
|
All ownership percentages reported herein are based on 14,748,582 outstanding shares of the Issuer’s common stock as of November 11, 2011.
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 4 of 14
|
1
|
NAMES OF REPORTING PERSONS
Quaker BioVentures Capital II, LLC
|
||
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER*
4,501
|
|
6
|
SHARED VOTING POWER
2,830,706
|
||
7
|
SOLE DISPOSITIVE POWER
4,501
|
||
8
|
SHARED DISPOSITIVE POWER
2,830,706
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,835,207
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9**
19.2%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
|
All share numbers and ownership percentages reported herein are as of December 31, 2011, and include (i) an additional 37,524 shares that may be acquired by Quaker BioVentures II, L.P. upon the exercise of warrants and (ii) 4,501 shares of common stock underlying stock options issued to Richard S. Kollender. Mr. Kollender was a director of the Issuer until June 2011 and is a managing member of Quaker BioVentures, and the options owned by him may be deemed beneficially owned by the Reporting Person.
|
**
|
All ownership percentages reported herein are based on 14,748,582 outstanding shares of the Issuer’s common stock as of November 11, 2011.
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 5 of 14
|
1
|
NAMES OF REPORTING PERSONS
BioAdvance Ventures, 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER*
0
|
|
6
|
SHARED VOTING POWER
495,006
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
495,006
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
495,006
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9**
3.4%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
|
All share numbers and ownership percentages reported herein are as of December 31, 2011, and include an additional 3,127 shares that may be acquired by Quaker BioAdvance Ventures, L.P. upon the exercise of warrants.
|
**
|
All ownership percentages reported herein are based on 14,748,582 outstanding shares of the Issuer’s common stock as of November 11, 2011.
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 6 of 14
|
1
|
NAMES OF REPORTING PERSONS
BioAdvance GP I, 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER*
0
|
|
6
|
SHARED VOTING POWER
495,006
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
495,006
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
495,006
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9**
3.4%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
|
All share numbers and ownership percentages reported herein are as of December 31, 2011, and include an additional 3,127 shares that may be acquired by Quaker BioAdvance Ventures, L.P. upon the exercise of warrants.
|
**
|
All ownership percentages reported herein are based on 14,748,582 outstanding shares of the Issuer’s common stock as of November 11, 2011.
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 7 of 14
|
1
|
NAMES OF REPORTING PERSONS
BioAdvance GP II, Inc.
|
||
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER*
0
|
|
6
|
SHARED VOTING POWER
495,006
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
495,006
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
495,006
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9**
3.4%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
|
All share numbers and ownership percentages reported herein are as of December 31, 2011, and include an additional 3,127 shares that may be acquired by Quaker BioAdvance Ventures, L.P. upon the exercise of warrants.
|
**
|
All ownership percentages reported herein are based on 14,748,582 outstanding shares of the Issuer’s common stock as of November 11, 2011.
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 8 of 14
|
Item 1(a)
|
Name of Issuer:
Nupathe, Inc.
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
227 Washington Street, Suite 200
Conshohocken, PA 19428
|
Item 2(a)
|
Name of Person Filing:
Quaker BioVentures II, L.P.
Quaker BioVentures Capital II, L.P.
Quaker BioVentures Capital II, LLC
BioAdvance Ventures, L.P.
BioAdvance GP I, L.P.
BioAdvance GP II, Inc.
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is 2929 Arch Street, Cira Centre, Philadelphia, PA 19104-2868.
|
Item 2(c)
|
Citizenship:
Quaker BioVentures II, L.P. – Delaware
Quaker BioVentures Capital II, L.P. – Delaware
Quaker BioVentures Capital II, LLC – Delaware
BioAdvance Ventures, L.P. – Delaware
BioAdvance GP I, L.P. – Delaware
BioAdvance GP II, Inc. – Delaware
|
Item 2(d)
|
Title of Class of Securities:
Common Stock, $0.001 par value per share
|
Item 2(e)
|
CUSIP Number:
67059M100
|
Item 3
|
Not applicable.
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 9 of 14
|
Item 4
|
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Quaker BioVentures II, L.P. – 2,830,706
Quaker BioVentures Capital II, L.P. – 2,830,706
Quaker BioVentures Capital II, LLC – 2,835,207
BioAdvance Ventures, L.P. – 495,006
BioAdvance GP I, L.P. – 495,006
BioAdvance GP II, Inc. – 495,006
(b) Percent of class:
Quaker BioVentures II, L.P. – 19.2%
Quaker BioVentures Capital II, L.P. – 19.2%
Quaker BioVentures Capital II, LLC – 19.2%
BioAdvance Ventures, L.P. – 3.4%
BioAdvance GP I, L.P. – 3.4%
BioAdvance GP II, Inc. – 3.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Quaker BioVentures II, L.P. – 0
Quaker BioVentures Capital II, L.P. – 0
Quaker BioVentures Capital II, LLC – 4,501
BioAdvance Ventures, L.P. – 0
BioAdvance GP I, L.P. – 0
BioAdvance GP II, Inc. – 0
(ii) Shared power to vote or to direct the vote
Quaker BioVentures II, L.P. – 2,830,706
Quaker BioVentures Capital II, L.P. – 2,830,706
Quaker BioVentures Capital II, LLC – 2,830,706
BioAdvance Ventures, L.P. – 495,006
BioAdvance GP I, L.P. – 495,006
BioAdvance GP II, Inc. – 495,006
(iii) Sole power to dispose or to direct the disposition of
Quaker BioVentures II, L.P. – 0
Quaker BioVentures Capital II, L.P. – 0
Quaker BioVentures Capital II, LLC – 4,501
BioAdvance Ventures, L.P. – 0
BioAdvance GP I, L.P. – 0
BioAdvance GP II, Inc. – 0
(iv) Shared power to dispose or to direct the disposition of
Quaker BioVentures II, L.P. – 2,830,706
Quaker BioVentures Capital II, L.P. – 2,830,706
Quaker BioVentures Capital II, LLC – 2,830,706
BioAdvance Ventures, L.P. – 495,006
BioAdvance GP I, L.P. – 495,006
BioAdvance GP II, Inc. – 495,006
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page10 of 14
|
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 person has ceased to be the beneficial owner of more than 5 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 or Control Person.
Not applicable.
|
Item 8
|
Identification and Classification of Members of the Group.
Each of the Reporting Persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.
|
Item 9
|
Notice of Dissolution of Group.
Not applicable.
|
Item 10
|
Certification.
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.
|
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 11of 14
|
Date: February 14, 2012
|
QUAKER BIOVENTURES II, L.P.
By: Quaker BioVentures Capital II, L.P., its general partner
By: Quaker BioVentures Capital II, LLC, its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
QUAKER BIOVENTURES CAPITAL II, L.P.
By: Quaker BioVentures Capital II, LLC, its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
|
QUAKER BIOVENTURES CAPITAL II, LLC
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
|
BIOADVANCE VENTURES, L.P.
By: BioAdvance GP I, L.P., its general partner
By: BioAdvance GP II, Inc., its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
|
BIOADVANCE GP I, L.P.
By: BioAdvance GP II, Inc., its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 12 of 14
|
BIOADVANCE GP II, INC.
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 13 of 14
|
QUAKER BIOVENTURES II, L.P.
By: Quaker BioVentures Capital II, L.P., its general partner
By: Quaker BioVentures Capital II, LLC, its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
|
QUAKER BIOVENTURES CAPITAL II, L.P.
By: Quaker BioVentures Capital II, LLC, its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
|
QUAKER BIOVENTURES CAPITAL II, LLC
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
CUSIP No. 67059M100
|
SCHEDULE 13G
|
Page 14 of 14
|
BIOADVANCE VENTURES, L.P.
By: BioAdvance GP I, L.P., its general partner
By: BioAdvance GP II, Inc., its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
|
BIOADVANCE GP I, L.P.
By: BioAdvance GP II, Inc., its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|
|
BIOADVANCE GP II, INC.
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
|