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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. 2)*

 

Milestone Pharmaceuticals Inc.

(Name of Issuer)

 

Common Shares, without par value

(Title of Class of Securities)

 

59935V107

(CUSIP Number)

 

December 31, 2023

(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)
   
x 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 Page 2 of 13

 

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

 

925,0482

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

925,0482

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

925,0482

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
   
11.

Percent of Class Represented by Amount in Row (9)

 

2.8%3

12.

Type of Reporting Person (See Instructions)

 

PN

       
1Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
  
2Consists of (i) 243,195 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 24,330 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 657,523 shares held by Venrock Healthcare Capital Partners EG, L.P.
  
3This percentage is calculated based upon 33,483,111 of the Issuer’s common shares outstanding as of November 13, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 

 

CUSIP No. 59935V107 Page 3 of 13

 

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

 

925,0482

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

925,0482

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

925,0482

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
   
11.

Percent of Class Represented by Amount in Row (9)

 

2.8%3

12.

Type of Reporting Person (See Instructions)

 

OO

       
1Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2Consists of (i) 243,195 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 24,330 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 657,523 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

3This percentage is calculated based upon 33,483,111 of the Issuer’s common shares outstanding as of November 13, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 

 

CUSIP No. 59935V107 Page 4 of 13

 

1.

Name of reporting persons

 

Venrock Healthcare Capital Partners EG, 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

 

925,0482

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

925,0482

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

925,0482

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
   
11.

Percent of Class Represented by Amount in Row (9)

 

2.8%3

12.

Type of Reporting Person (See Instructions)

 

PN

       
1Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2Consists of (i) 243,195 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 24,330 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 657,523 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

3This percentage is calculated based upon 33,483,111 of the Issuer’s common shares outstanding as of November 13, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 

 

CUSIP No. 59935V107 Page 5 of 13

 

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

 

925,0482

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

925,0482

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

925,0482

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐

 

11.

Percent of Class Represented by Amount in Row (9)

 

2.8%3

12.

Type of Reporting Person (See Instructions)

 

OO

       
1Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2Consists of (i) 243,195 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 24,330 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 657,523 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

3This percentage is calculated based upon 33,483,111 of the Issuer’s common shares outstanding as of November 13, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 

 

CUSIP No. 59935V107 Page 6 of 13

 

1.

Name of reporting persons

 

VHCP Management EG, 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

 

925,0482

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

925,0482

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

925,0482

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

2.8%3

12.

Type of Reporting Person (See Instructions)

 

OO

       
1Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2Consists of (i) 243,195 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 24,330 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 657,523 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

3This percentage is calculated based upon 33,483,111 of the Issuer’s common shares outstanding as of November 13, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 

 

CUSIP No. 59935V107 Page 7 of 13

 

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

 

925,0482

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

925,0482

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

925,0482

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐

 

11.

Percent of Class Represented by Amount in Row (9)

 

2.8%3

12.

Type of Reporting Person (See Instructions)

 

IN

       
1Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2Consists of (i) 243,195 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 24,330 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 657,523 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

3This percentage is calculated based upon 33,483,111 of the Issuer’s common shares outstanding as of November 13, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 

 

CUSIP No. 59935V107 Page 8 of 13

 

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

 

925,0482

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

925,0482

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

925,0482

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

2.8%3

12.

Type of Reporting Person (See Instructions)

 

IN

       
1Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2Consists of (i) 243,195 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 24,330 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 657,523 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

3This percentage is calculated based upon 33,483,111 of the Issuer’s common shares outstanding as of November 13, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 

 

CUSIP No. 59935V107 Page 9 of 13

 

Introductory Note: This Schedule 13G/A is filed on behalf of 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”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP III LP, VHCP Co-Investment III, VHCP EG and VHCP Management III, 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 III, L.P.

VHCP Co-Investment Holdings III, LLC

Venrock Healthcare Capital Partners EG, L.P.

VHCP Management III, LLC

VHCP Management EG, 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

 

59935V107
       

 

CUSIP No. 59935V107 Page 10 of 13

 

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 December 31, 2023:

 

Venrock Healthcare Capital Partners III, L.P.   925,048 (1)
VHCP Co-Investment Holdings III, LLC   925,048 (1)
Venrock Healthcare Capital Partners EG, L.P.   925,048 (1)
VHCP Management III, LLC   925,048 (1)
VHCP Management EG, LLC   925,048 (1)
Nimish Shah   925,048 (1)
Bong Koh   925,048 (1)

 

  (b) Percent of Class as of December 31, 2023:

 

Venrock Healthcare Capital Partners III, L.P.   2.8 %
VHCP Co-Investment Holdings III, LLC   2.8 %
Venrock Healthcare Capital Partners EG, L.P.   2.8 %
VHCP Management III, LLC   2.8 %
VHCP Management EG, LLC   2.8 %
Nimish Shah   2.8 %
Bong Koh   2.8 %

 

  (c) Number of shares as to which the person has, as of December 31, 2023:

 

  (i) Sole power to vote or to direct the vote

 

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

 
  (ii) Shared power to vote or to direct the vote

 

Venrock Healthcare Capital Partners III, L.P.   925,048 (1)
VHCP Co-Investment Holdings III, LLC   925,048 (1)
Venrock Healthcare Capital Partners EG, L.P.   925,048 (1)
VHCP Management III, LLC   925,048 (1)
VHCP Management EG, LLC   925,048 (1)
Nimish Shah   925,048 (1)
Bong Koh   925,048 (1)

 

 

CUSIP No. 59935V107 Page 11 of 13

 

  (iii) Sole power to dispose or to direct the disposition of

 

 

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

 
  (iv) Shared power to dispose or to direct the disposition of

 

Venrock Healthcare Capital Partners III, L.P.   925,048 (1)
VHCP Co-Investment Holdings III, LLC   925,048 (1)
Venrock Healthcare Capital Partners EG, L.P.   925,048 (1)
VHCP Management III, LLC   925,048 (1)
VHCP Management EG, LLC   925,048 (1)
Nimish Shah   925,048 (1)
Bong Koh   925,048 (1)

 

(1)Consists of (i) 243,195 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 24,330 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 657,523 shares held by Venrock Healthcare Capital Partners EG, L.P. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.

 

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
 
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
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

CUSIP No. 59935V107 Page 12 of 13

 

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: February 14, 2024

 

Venrock Healthcare Capital Partners III, L.P.  
     
By: VHCP Management III, LLC  
Its: General Partner  
     
By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  
     
VHCP Co-Investment Holdings III, LLC  
     
By: VHCP Management III, LLC  
Its: Manager  
     
By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  
     
VHCP Management III, LLC  
     
By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  
     
Venrock Healthcare Capital Partners EG, L.P.  
     
By: VHCP Management EG, LLC  
Its: General Partner  
     
By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  
     
VHCP Management EG, LLC  
     
By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  
     
Nimish Shah  
   
/s/ Sherman G. Souther  
Sherman G. Souther, Attorney-in-fact  
     
Bong Koh  
   
/s/ Sherman G. Souther  
Sherman G. Souther, Attorney-in-fact  

 

 

CUSIP No. 59935V107 Page 13 of 13

 

EXHIBITS

 

A:Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on September 20, 2022)

 

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)