SEC Filing | Milestone Pharmaceuticals, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

Milestone Pharmaceuticals Inc.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

59935V107

(CUSIP Number)

March 25, 2020

(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 the disclosures provided in a prior cover page.

The information required in 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. 59935V107

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1.	Name of Reporting Persons Venrock Healthcare Capital Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) PN

Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

CUSIP No. 59935V107

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1.	Name of Reporting Persons VHCP Co-Investment Holdings II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 59935V107

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1.	Name of reporting persons Venrock Healthcare Capital Partners III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 59935V107

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1.	Name of reporting persons VHCP Co-Investment Holdings III, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 59935V107

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1.	Name of reporting persons VHCP Management II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 59935V107

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1.	Name of reporting persons VHCP Management III, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 59935V107

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1.	Name of Reporting Persons Shah, Nimish
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
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
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 59935V107

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1.	Name of Reporting Persons Koh, Bong
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
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
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 59935V107

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Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III and VHCP Management II, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Common Shares of Milestone Pharmaceuticals Inc.

Item 1.

(a)

Name of Issuer

Milestone Pharmaceuticals Inc.

(b)

Address of Issuer’s Principal Executive Offices

1111 Dr. Frederik-Philips Boulevard, Suite 420

Montréal, Québec Canada H4M 2X6

Item 2.

(a)

Name of Person Filing

Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

VHCP Management II, LLC

VHCP Management III, LLC

Nimish Shah

Bong Koh

(b)

Address of Principal Business Office or, if none, Residence

	New York Office:		Palo Alto Office:

	7 Bryant Park		3340 Hillview Avenue
	23rd Floor		Palo Alto, CA 94304
	New York, NY 10018

(c)

Citizenship

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

(d)

Title of Class of Securities

Common Shares, without par value

(e)

CUSIP Number

CUSIP No. 59935V107

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Item 3.

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

Not applicable

Item 4.

Ownership

(a)

Amount Beneficially Owned as of April 3, 2020:


	Venrock Healthcare Capital Partners II, L.P.			0
	VHCP Co-Investment Holdings II, LLC			0
	Venrock Healthcare Capital Partners III, L.P.			0
	VHCP Co-Investment Holdings III, LLC			0
	VHCP Management II, LLC			0
	VHCP Management III, LLC			0
	Nimish Shah			0
	Bong Koh			0

(b)

Percent of Class as of April 3, 2020:

	Venrock Healthcare Capital Partners II, L.P.			0%
	VHCP Co-Investment Holdings II, LLC			0%
	Venrock Healthcare Capital Partners III, L.P.			0%
	VHCP Co-Investment Holdings III, LLC			0%
	VHCP Management II, LLC			0%
	VHCP Management III, LLC			0%
	Nimish Shah			0%
	Bong Koh			0%

	(c)	Number of shares as to which the person has, as of April 3, 2020:

(i)

Sole power to vote or to direct the vote


	Venrock Healthcare Capital Partners II, L.P.			0
	VHCP Co-Investment Holdings II, LLC			0
	Venrock Healthcare Capital Partners III, L.P.			0
	VHCP Co-Investment Holdings III, LLC			0
	VHCP Management II, LLC			0
	VHCP Management III, LLC			0
	Nimish Shah			0
	Bong Koh			0

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(ii)

Shared power to vote or to direct the vote


	Venrock Healthcare Capital Partners II, L.P.			0
	VHCP Co-Investment Holdings II, LLC			0
	Venrock Healthcare Capital Partners III, L.P.			0
	VHCP Co-Investment Holdings III, LLC			0
	VHCP Management II, LLC			0
	VHCP Management III, LLC			0
	Nimish Shah			0
	Bong Koh			0

(iii)

Sole power to dispose or to direct the disposition of


	Venrock Healthcare Capital Partners II, L.P.			0
	VHCP Co-Investment Holdings II, LLC			0
	Venrock Healthcare Capital Partners III, L.P.			0
	VHCP Co-Investment Holdings III, LLC			0
	VHCP Management II, LLC			0
	VHCP Management III, LLC			0
	Nimish Shah			0
	Bong Koh			0

(iv)

Shared power to dispose or to direct the disposition of


	Venrock Healthcare Capital Partners II, L.P.			0
	VHCP Co-Investment Holdings II, LLC			0
	Venrock Healthcare Capital Partners III, L.P.			0
	VHCP Co-Investment Holdings III, LLC			0
	VHCP Management II, LLC			0
	VHCP Management III, LLC			0
	Nimish Shah			0
	Bong Koh			0

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 x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

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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 a Group

Not Applicable

Item 10.

Certification

Not Applicable

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SIGNATURE

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: April 3, 2020

Venrock Healthcare Capital Partners II, L.P.

Venrock Healthcare Capital Partners III, L.P.

By:

VHCP Management II, LLC

By:

VHCP Management III, LLC

Its:

General Partner

Its:

General Partner

By:

/s/ David L. Stepp

By:

/s/ David L. Stepp

Name:

David L. Stepp

Name:

David L. Stepp

Its:

Authorized Signatory

Its:

Authorized Signatory

VHCP Co-Investment Holdings II, LLC

VHCP Co-Investment Holdings III, LLC

By:

VHCP Management II, LLC

By:

VHCP Management III, LLC

Its:

Manager

Its:

Manager

By:

/s/ David L. Stepp

By:

/s/ David L. Stepp

Name:

David L. Stepp

Name:

David L. Stepp

Its:

Authorized Signatory

Its:

Authorized Signatory

VHCP Management II, LLC

VHCP Management III, LLC

By:

/s/ David L. Stepp

By:

/s/ David L. Stepp

Name:

David L. Stepp

Name:

David L. Stepp

Its:

Authorized Signatory

Its:

Authorized Signatory

Nimish Shah

Bong Koh

By:

/s/ David L. Stepp

By:

/s/ David L. Stepp

David L. Stepp, as attorney-in-fact

CUSIP No. 59935V107

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EXHIBITS

A:	Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed February 14, 2020)

B:	Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed February 14, 2020)

C:	Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed February 14, 2020)