Applied Genetic Technologies Corporation
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
03820J 10 0
|
(CUSIP Number)
|
Larry Randall
|
Alta Partners
|
One Embarcadero Center, Suite 3700
|
San Francisco, CA 94111
|
(415) 362-4022
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
November 17, 2014
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 03820J 10 0
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Page 2 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Alta Partners VIII, L.P.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) T
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
WC
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
1,492,200 (a)
|
|||
8
|
SHARED VOTING POWER
|
-0-
|
||||
9
|
SOLE DISPOSITIVE POWER
|
1,492,200 (a)
|
||||
10
|
SHARED DISPOSITIVE POWER
|
-0-
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
1,492,200 (a)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
9.1%
|
||||||
14
|
TYPE OF REPORTING PERSON
|
PN
|
(a)
|
Alta Partners VIII, L.P. (“AP VIII”) has sole voting and dispositive control over 1,492,200 shares of common stock, par value $0.001 per share (“Common Stock”), of Applied Genetic Technologies Corporation (the “Issuer”), except that Alta Partners Management VIII, LLC (“APM VIII”), the general partner of AP VIII, and Farah Champsi (“Champsi”), Daniel Janney (“Janney”) and Guy Nohra (“Nohra”), managing directors of AP VIII, may be deemed to share dispositive and voting power over such stock.
|
(b)
|
The percentage set forth in row (13) is calculated based upon 16,410,811 shares of common stock issued and outstanding as of October 31, 2014 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the fiscal quarter ended September 30, 2014.
|
CUSIP No. 03820J 10 0
|
Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Alta Partners Management VIII, LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) T
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
-0-
|
|||
8
|
SHARED VOTING POWER
|
1,492,200(c)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
|
1,492,200 (c)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
1,492,200 (c)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
9.1% (d)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
OO
|
(c)
|
APM VIII is the general partner of AP VIII and shares voting and dispositive power over the shares of Common Stock held by AP VIII.
|
(d)
|
The percentage set forth in row (13) is calculated based upon 16,410,811shares of common stock issued and outstanding as of October 31, 2014 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the fiscal quarter ended September 30, 2014.
|
CUSIP No. 03820J 10 0
|
Page 4 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Farah Champsi
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) T
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S.A.
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
12,436
|
|||
8
|
SHARED VOTING POWER
|
1,492,200 (e)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
12,436
|
||||
10
|
SHARED DISPOSITIVE POWER
|
1,492,200 (e)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
1,504,636 (e)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
9.2% (f)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
IN
|
(e)
|
Champsi is a managing director of APM VIII and may be deemed to share voting and dispositive control over the shares of Common Stock held by AP VIII.
|
(f)
|
The percentage set forth in row (13) is calculated based upon 16,410,811shares of common stock issued and outstanding as of October 31,, 2014 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the fiscal quarter ended September 30, 2014.
|
CUSIP No. 03820J 10 0
|
Page 5 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Daniel Janney
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) T
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S.A.
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
12,436
|
|||
8
|
SHARED VOTING POWER
|
1,492,200 (g)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
12,436
|
||||
10
|
SHARED DISPOSITIVE POWER
|
1,492,200 (g)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
1,504,636 (g)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
9.2% (h)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
IN
|
(g)
|
Janney is a managing director of APM VIII and may be deemed to share voting and dispositive control over the shares of Common Stock held by AP VIII.
|
(h)
|
The percentage set forth in row (13) is calculated based upon 16,410,811shares of common stock issued and outstanding as of October 31,, 2014 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the fiscal quarter ended September 30, 2014.
|
CUSIP No. 03820J 10 0
|
Page 6 of 9 Pages
|
1
|
NAMES OF REPORTING PERSON
|
|||||
Guy Nohra
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
||||
(b) T
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
U.S.A.
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
12,436
|
|||
8
|
SHARED VOTING POWER
|
1,492,200 (i)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
12,436
|
||||
10
|
SHARED DISPOSITIVE POWER
|
1,492,200 (i)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
1,504,636 (i)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
9.2% (j)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
IN
|
(i)
|
Nohra is a managing director of APM VIII and may be deemed to share voting and dispositive control over the shares of Common Stock held by AP VIII.
|
(j)
|
The percentage set forth in row (13) is calculated based upon 16,410,811 shares of common stock issued and outstanding as of October 31, 2014 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the fiscal quarter ended September 30, 2014.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Reporting Person
|
Shares Held Directly
|
Sole Voting Power
|
Shared Voting Power (1)
|
Sole Dispositive Power
|
Shared Dispositive Power (1)
|
Beneficial Ownership
|
Percentage of Class
|
AP VIII
|
1,492,200
|
1,492,200
|
0
|
1,492,200
|
0
|
1,492,200
|
9.1% (2)
|
APM VIII
|
0
|
0
|
1,492,200
|
0
|
1,492,200
|
1,492,200
|
9.1% (2)
|
Farah Champsi
|
12,436
|
12,436
|
1,492,200
|
12,436
|
1,492,200
|
1,504,636
|
9.2% (2)
|
Daniel S. Janney
|
12,436
|
12,436
|
1,492,200
|
12,436
|
1,492,200
|
1,504,636
|
9.2% (2)
|
Guy P. Nohra
|
12,436
|
12,436
|
1,492,200
|
12,436
|
1,492,200
|
1,504,636
|
9.2% (2)
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit A:
|
Joint Filing Statement.
|
Date:
|
November 19, 2014
|
ALTA PARTNERS VIII, L.P.
|
ALTA PARTNERS MANAGEMENT VIII, LLC
|
|||
By:
|
Alta Partners Management VIII, LLC
|
|||
By:
|
/s/ Daniel Janney
|
By:
|
/s/ Daniel Janney
|
|
Daniel Janney, Managing Director
|
Daniel Janney, Managing Director
|
/s/ Farah Champsi
|
Farah Champsi
|
/s/ Daniel Janney
|
Daniel Janney
|
/s/ Guy Nohra
|
Guy Nohra
|
Date:
|
November 19, 2014
|
ALTA PARTNERS VIII, L.P.
|
ALTA PARTNERS MANAGEMENT VIII, LLC
|
|||
By:
|
Alta Partners Management VIII, LLC
|
|||
By:
|
/s/ Daniel Janney
|
By:
|
/s/ Daniel Janney
|
|
Daniel Janney, Managing Director
|
Daniel Janney, Managing Director
|
/s/ Farah Champsi
|
Farah Champsi
|
/s/ Daniel Janney
|
Daniel Janney
|
/s/ Guy Nohra
|
Guy Nohra
|