Assembly Biosciences, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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045396108
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(CUSIP Number)
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October 1, 2014
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(Date of Event Which Requires Filing of this Statement)
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o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
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NAME OF REPORTING PERSON
EcoR1 Capital Fund, L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
398,179
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
398,179
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
398,179
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
|
||
12
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TYPE OF REPORTING PERSON
PN
|
1
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NAME OF REPORTING PERSON
EcoR1 Capital Fund Qualified, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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 shares
|
|
6
|
SHARED VOTING POWER
563,173
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
563,173
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,173
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
EcoR1 Capital, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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 shares
|
|
6
|
SHARED VOTING POWER
961,352
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
961,352
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
961,352
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
|
||
12
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TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Oleg Nodelman
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
961,352
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
961,352
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
961,352
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Item 2(c).
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Citizenship
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Item 2(d).
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Title of Class of Securities:
|
Item 2(e).
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CUSIP Number:
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
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/x/
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Not applicable.
|
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
|
/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
|
/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
|
/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
|
/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership
|
|
(a)
|
Amount beneficially owned:
|
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(b)
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Percent of class:
|
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(c)
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Number of shares as to which such person has:
|
|
(i)
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Sole power to vote or to direct the vote
|
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(ii)
|
Shared power to vote or to direct the vote
|
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(iii)
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Sole power to dispose or to direct the disposition of
|
|
(iv)
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Shared power to dispose or to direct the disposition of
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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Dated: October 8, 2014
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EcoR1 Capital Fund, L.P.
|
|||
By:
|
EcoR1 Capital, LLC
General Partner
|
|||
By:
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/s/ Oleg Nodelman
|
|||
Name:
|
Oleg Nodelman
|
|||
Title:
|
Manager
|
EcoR1 Capital Fund Qualified, L.P.
|
||||
By:
|
EcoR1 Capital, LLC
General Partner
|
|||
By:
|
/s/ Oleg Nodelman
|
|||
Name:
|
Oleg Nodelman
|
|||
Title:
|
Manager
|
EcoR1 Capital, LLC
|
|||
By:
|
/s/ Oleg Nodelman
|
||
Name:
|
Oleg Nodelman
|
||
Title:
|
Manager
|
/s/ Oleg Nodelman
|
|
Oleg Nodelman
|
Dated: October 8, 2014
|
EcoR1 Capital Fund, L.P.
|
|||
By:
|
EcoR1 Capital, LLC
General Partner
|
|||
By:
|
/s/ Oleg Nodelman
|
|||
Name:
|
Oleg Nodelman
|
|||
Title:
|
Manager
|
EcoR1 Capital Fund Qualified, L.P.
|
||||
By:
|
EcoR1 Capital, LLC
General Partner
|
|||
By:
|
/s/ Oleg Nodelman
|
|||
Name:
|
Oleg Nodelman
|
|||
Title:
|
Manager
|
EcoR1 Capital, LLC
|
|||
By:
|
/s/ Oleg Nodelman
|
||
Name:
|
Oleg Nodelman
|
||
Title:
|
Manager
|
/s/ Oleg Nodelman
|
|
Oleg Nodelman
|