TRCA Tercica (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*

Tercica, Inc.

 

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

88078L 10 5

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of This Statement)

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

      o Rule 13d-1(b)

      o Rule 13d-1(c)

      þ 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.		88078L 10 5	13 G							Page 2  of 8  Pages

(1) This Schedule 13G is filed by Prospect Venture Partners II, L.P., a Delaware limited partnership (“PVP II”), Prospect Associates II, L.P., a Delaware limited partnership (“PA II”), Prospect Management Co. II, L.L.C., a Delaware limited liability company (“PMC II,” together with PVP II and PA II, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 3,017,588 shares held by PVP II; and (ii) 45,952 shares held by PA II. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.

(3) This percentage is calculated based upon 51,447,870 shares of Common Stock outstanding (as of October 31, 2007), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 1, 2007.

CUSIP NO.		88078L 10 5	13 G							Page 3  of 8  Pages

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 3,017,588 shares held by PVP II; and (ii) 45,952 shares held by PA II. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.

(3) This percentage is calculated based upon 51,447,870 shares of Common Stock outstanding (as of October 31, 2007), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 1, 2007.

CUSIP NO.		88078L 10 5	13 G							Page 4  of 8  Pages

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 3,017,588 shares held by PVP II; and (ii) 45,952 shares held by PA II. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.

(3) This percentage is calculated based upon 51,447,870 shares of Common Stock outstanding (as of October 31, 2007), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 1, 2007.

TABLE OF CONTENTS

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Tercica, Inc. (the “Issuer”).

Item 1

(a)		Name of Issuer:       Tercica, Inc.

(b)    Address of Issuer’s Principal Executive Offices:		2000 Sierra Point Parkway, #400 Brisbane, CA 94005

Item 2

(a)	Name of Person(s) Filing:

Prospect Venture Partners II, L.P. (“PVP II”)
Prospect Associates II, L.P. (“PA II”)
Prospect Management Co. II, L.L.C. (“PMC II”)

(b)   Address of Principal Business Office:		c/o Prospect Venture Partners 435 Tasso Street, Suite 200 Palo Alto, California 94301

(c)	Citizenship:

		Entities:		PVP II		-		Delaware, United States of America
				PA II		-		Delaware, United States of America
				PMC II		-		Delaware, United States of America

(d)		Title of Class of Securities:     Common Stock

(e)		CUSIP Number:       88078L 10 5

Item 3		Not applicable.

Page 5 of 8 pages

Item 4		Ownership .

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007:

						Warrants								Shared				Sole				Shared
		Shares Held				Held				Sole Voting				Voting				Dispositive				Dispositive				Beneficial				Percentage
Reporting Persons		Directly				Directly				Power				Power				Power				Power				Ownership				of Class (2)
Prospect Venture Partners II, L.P.			3,017,588				0				0				3,063,540				0				3,063,540				3,063,540				5.95	%
Prospect Associates II, L.P.			45,952				0				0				3,063,540				0				3,063,540				3,063,540				5.95	%
Prospect Management Co. II, L.L.C. (1)			0				0				0				3,063,540				0				3,063,540				3,063,540				5.95	%

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

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.

		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 .

		Not applicable.

Page 6 of 8 Pages

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 13, 2008
PROSPECT VENTURE PARTNERS II, L.P.
By: Prospect Management Co. II, L.L.C.
Its: General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT ASSOCIATES II, L.P.
By: Prospect Management Co. II, L.L.C.
Its: General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT MANAGEMENT CO. II, L.L.C.
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
Exhibit(s)
99.1 — Joint Filing Statement

Page 7 of 8 Pages

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 the shares of Common Stock of Tercica, Inc.

EXECUTED this 13 ^th day of February, 2008.

PROSPECT VENTURE PARTNERS II, L.P.

By:    Prospect Management Co. II, L.L.C.
Its:     General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT ASSOCIATES II, L.P.
By:     Prospect Management Co. II, L.L.C.
Its:     General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT MANAGEMENT CO. II, L.L.C.
/s/ Dave Markland
Dave Markland
Attorney-in-Fact

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