UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Menlo Therapeutics Inc.
 
(Name of Issuer)
     
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
 
586858102
 
(CUSIP Number)
     
David Pezeshki
venBio Partners, LLC
1700 Owens Street, Suite 595, San Francisco, CA 94158
(415) 800-0800
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
     
April 7, 2020
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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. 586858102
 
 Page 2 of 9 Pages


1
NAMES OF REPORTING PERSONS
 
 
 venBio Global Strategic Fund II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
 0 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

 

 

CUSIP No. 586858102
 
 Page 3 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 venBio Global Strategic GP II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
 0 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 


CUSIP No. 586858102
 
 Page 4 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 venBio Global Strategic GP II, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
 0 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 


CUSIP No. 586858102
 
 Page 5 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 Robert Adelman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
 0 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN
 
 
 
 


CUSIP No. 586858102
 
 Page 6 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 Corey Goodman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
 0 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 0 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN
 
 
 
 


 
 
 Page 7 of 9 Pages

Item 1.
Security and Issuer.
 
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.0001 of Menlo Therapeutics Inc., (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 8, 2018 (collectively, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the previous information reported in the Schedule 13D.

Item 4. Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On August 19, 2019, Aaron Royston, M.D., who is an employee of venBio Partners, LLC, notified the Board of Directors (the “Board”) of the Issuer of his decision to resign from the Board and the Nominating and Corporate Governance Committee of the Board, effective August 19, 2019. None of the Reporting Persons have any present plans which relate to or would result in:

 
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 
(d)
Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 
(e)
Any material change in the present capitalization or dividend policy of the Issuer;

 
(f)
Any other material change in the Issuer's business or corporate structure;

 
(g)
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 
(j)
Any action similar to any of those enumerated above.
 
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

 
(a)
The Fund is the record owner of venBio Shares.  As the sole general partner of the Fund, the General Partner may be deemed to own beneficially the venBio Shares.  As the sole general partner of the General Partner, the GP Ltd. may be deemed to own beneficially the venBio Shares.  As directors of the GP Ltd., each of the venBio Individuals may be deemed to own beneficially the venBio Shares.
 




 
 Page 8 of 9 Pages


Each Reporting Person disclaims beneficial ownership of the venBio Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of such Reporting Person's cover sheet and was calculated based on 24,438,631 shares of Common Stock of the Issuer outstanding as of February 14, 2020, according to the Issuer’s Form 10-K filed on March 3, 2020.

(b) Regarding the number of shares as to which such person has:


(i)
sole power to vote or to direct the vote: See line 7 of cover sheets


(ii)
shared power to vote or to direct the vote: See line 8 of cover sheets


(iii)
sole power to dispose or to direct the disposition: See line 9 of cover sheets


(iv)
shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c) Except for the transactions listed in Exhibit 99.3 hereto, all of which were effected in the open market through a broker, there have been no transactions in the Shares by the Reporting Persons during the past 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.

(e) As of April 7, 2020, the Reporting Persons have ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.
 
 
Item 7.
Material to Be Filed as Exhibits.
 
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 99.3 – Schedule of Transactions, in response to Item 5(c)


 
 
 Page 9 of 9 Pages

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.

April 16, 2020

  VENBIO GLOBAL STRATEGIC FUND II, L.P.  
       

By:
VENBIO GLOBAL STRATEGIC FUND II, L.P.
General Partner
 
       
  By:
venBio Global Strategic GP II, Ltd.
General Partner
 
   
 
  By:
  *
 
  Title:     
Director
 
       
  By:
  *
 
  Title:
Director
 
       
       
  VENBIO GLOBAL STRATEGIC GP II, L.P.  
       
  By:
VENBIO GLOBAL STRATEGIC GP II, LTD.
General Partner
 
       
  By:
  *
 
  Title: Director
 
       
  VENBIO GLOBAL STRATEGIC GP II, LTD.  
       
  By:
  *
 
  Title:
Director
 
       
  *
 
  Robert Adelman  
       
  *
 
   Corey Goodman  
       
  By:
/s/ David Pezeshki  
    David Pezeshki  
    As attorney-in-fact  






EXHIBIT 99.3

SCHEDULE OF TRANSACTIONS

Entity
Name
Transaction
Date
Transaction
Type
Quantity
Price Per Share (excluding
commissions)
Fund
04/07/2020
Sell
417,464
$1.0548 (1)
Fund
04/08/2020
Sell
781,440
$1.0717 (2)
Fund
04/09/2020
Sell
262,648
$1.1570 (3)

1.
The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.02 to $1.11, inclusive. The reporting person undertakes to provide to Menlo Therapeutics Inc., any security holder of Menlo Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (1) through (3).

2.
The price reported in Column 5 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.00 to $1.13, inclusive.

3.
The price reported in Column 5 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.10 to $1.22, inclusive.