SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 1)

 

 

Molecular Templates, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

885807206

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

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

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ 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. 885807206   13G   Page 2 of 10 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Excel Ventures II GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,497,696 (2)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,497,696 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,497,696 (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.10% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

(1)

This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (“Excel GP”), Excel Venture Fund II, L.P. (“Excel”), Frederick R. Blume (“Blume”), Juan Enriquez (“Enriquez”) and Caleb Winder (“Winder” and, together with each of the foregoing, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes 1,473,559 shares of Common Stock and an immediately exercisable warrant to purchase 24,137 shares held by Excel as of December 31, 2018.

(3)

This percentage is calculated based upon 36,496,116 shares of the Common Stock outstanding as of November 6, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 13, 2018.


CUSIP NO. 885807206   13G   Page 3 of 10 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Excel Venture Fund II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,497,696 (2)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,497,696 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,497,696 (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.10% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

(1)

This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (“Excel GP”), Excel Venture Fund II, L.P. (“Excel”), Frederick R. Blume (“Blume”), Juan Enriquez (“Enriquez”) and Caleb Winder (“Winder” and, together with each of the foregoing, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes 1,473,559 shares of Common Stock and an immediately exercisable warrant to purchase 24,137 shares held by Excel as of December 31, 2018.

(3)

This percentage is calculated based upon 36,496,116 shares of the Common Stock outstanding as of November 6, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 13, 2018.


CUSIP NO. 885807206   13G   Page 4 of 10 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Frederick R. Blume

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (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

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,497,696 (2)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,497,696 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,497,696 (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.10% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

(1)

This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (“Excel GP”), Excel Venture Fund II, L.P. (“Excel”), Frederick R. Blume (“Blume”), Juan Enriquez (“Enriquez”) and Caleb Winder (“Winder” and, together with each of the foregoing, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes 1,473,559 shares of Common Stock and an immediately exercisable warrant to purchase 24,137 shares held by Excel as of December 31, 2018.

(3)

This percentage is calculated based upon 36,496,116 shares of the Common Stock outstanding as of November 6, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 13, 2018.


CUSIP NO. 885807206   13G   Page 5 of 10 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Juan Enriquez

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (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

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,497,696 (2)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,497,696 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,497,696 (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.10% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

(1)

This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (“Excel GP”), Excel Venture Fund II, L.P. (“Excel”), Frederick R. Blume (“Blume”), Juan Enriquez (“Enriquez”) and Caleb Winder (“Winder” and, together with each of the foregoing, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes 1,473,559 shares of Common Stock and an immediately exercisable warrant to purchase 24,137 shares held by Excel as of December 31, 2018.

(3)

This percentage is calculated based upon 36,496,116 shares of the Common Stock outstanding as of November 6, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 13, 2018.


CUSIP NO. 885807206   13G   Page 6 of 10 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Caleb Winder

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (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

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,497,696 (2)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,497,696 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,497,696 (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.10% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

(1)

This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (“Excel GP”), Excel Venture Fund II, L.P. (“Excel”), Frederick R. Blume (“Blume”), Juan Enriquez (“Enriquez”) and Caleb Winder (“Winder” and, together with each of the foregoing, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes 1,473,559 shares of Common Stock and an immediately exercisable warrant to purchase 24,137 shares held by Excel as of December 31, 2018.

(3)

This percentage is calculated based upon 36,496,116 shares of the Common Stock outstanding as of November 6, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 13, 2018.


CUSIP NO. 885807206   13G   Page 7 of 10 Pages

 

Item 1(a)

Name of Issuer:

 

    

Molecular Templates, Inc.

 

Item 1(b)

Address of issuer’s principal executive offices:

 

    

9301 Amberglen Blvd., Suite 100

    

Austin, TX 78729

 

Items 2(a)

Name of Reporting Persons filing:

 

    

Excel Ventures II GP, LLC (“Excel GP”)

    

Excel Venture Fund II, L.P. (“Excel”)

    

Frederick R. Blume (“Blume”)

    

Juan Enriquez (“Enriquez”)

    

Caleb Winder (“Winder”)

 

Item 2(b)

Address or principal business office or, if none, residence:

 

    

200 Clarendon Street, 17th floor

    

Boston, MA 02116

 

Item 2(c)

Citizenship:

 

Name

  

Citizenship or Place of Organization

Excel GP

   Delaware Limited Liability Company

Excel

   Delaware Limited Partnership

Blume

   United States of America

Enriquez

   United States of America

Winder

   United States of America

 

Item 2(d)

Title of class of securities:

 

    

Common Stock

 

Item 2(e)

CUSIP Number:

 

    

885807206

 

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

 

    

Not applicable.

 

Item 4

Ownership

 

    

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018:


CUSIP NO. 885807206   13G   Page 8 of 10 Pages

 

Reporting Persons

   Shares of
Common
Stock Held
Directly (1)
     Sole
Voting
Power (1)
     Shared
Voting
Power (1)
     Sole
Dispositive
Power (1)
     Shared
Dispositive
Power (1)
     Beneficial
Ownership (1)
     Percentage
of Class (1)
 

Excel GP

     0        0        1,497,696        0        1,497,696        1,497,696        4.1

Excel(2)

     1,497,696        0        1,497,696        0        1,497,696        1,497,696        4.1

Blume

     0        0        1,497,696        0        1,497,696        1,497,696        4.1

Enriquez

     0        0        1,497,696        0        1,497,696        1,497,696        4.1

Winder

     0        0        1,497,696        0        1,497,696        1,497,696        4.1

 

(1)

This percentage is calculated based upon 36,496,116 shares of the Common Stock outstanding as of November 6, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 13, 2018.

(2)

Excel Venture Fund II, L.P. owns 1,473,559 shares and an immediately exercisable warrant to purchase 24,137 shares.

 

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 five percent of the class of securities, check the following ☒.

 

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

 

    

Not applicable.

 

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 acquired and are held in the ordinary course of business and 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 purposes or effect.


CUSIP NO. 885807206   13G   Page 9 of 10 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.

Dated:    February 6, 2019

 

EXCEL VENTURE FUND II, L.P.
BY:   EXCEL VENTURES II GP, LLC
ITS:   GENERAL PARTNER
By:   /s/ Frederick R. Blume
  Manager

 

EXCEL VENTURES II GP, LLC
By:   /s/ Frederick R. Blume
  Manager

 

/s/ Frederick R. Blume
Frederick R. Blume

 

/s/ Juan Enriquez
Juan Enriquez

 

/s/ Caleb Winder
Caleb Winder

Exhibit(s):

 

Exhibit 99.1:    Joint Filing Statement
EX-99.1
CUSIP NO. 885807206   13G   Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Molecular Templates, Inc.

Dated:    February 6, 2019

 

EXCEL VENTURE FUND II, L.P.
BY:   EXCEL VENTURES II GP, LLC
ITS:   GENERAL PARTNER
By:   /s/ Frederick R. Blume
  Manager

 

EXCEL VENTURES II GP, LLC
By:   /s/ Frederick R. Blume
  Manager

 

/s/ Frederick R. Blume
Frederick R. Blume

 

/s/ Juan Enriquez
Juan Enriquez

 

/s/ Caleb Winder
Caleb Winder