SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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33830X 10 4
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(CUSIP Number)
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December 31, 2013
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Date of Event Which Requires Filing of this Statement
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1)
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Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
(Voluntary)
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Domain Partners VI, L.P.
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2)
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Check the Appropriate Box
if a Member of a Group
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(a) [X]
(b) [ ]
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3)
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SEC Use Only
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4)
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Citizenship or Place
of Organization
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Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5)
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Sole Voting
Power
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1,042,935 shares of Common Stock
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6)
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Shared Voting
Power
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-0-
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7)
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Sole Dispositive
Power
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1,042,935 shares of Common Stock
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8)
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Shared Dispositive Power
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-0-
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9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,042,935 shares of Common Stock
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10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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11)
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Percent of Class Represented by Amount in Row (9)
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6.2%
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12)
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Type of Reporting Person
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PN
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1)
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Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
(Voluntary)
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DP VI Associates, L.P.
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2)
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Check the Appropriate Box
if a Member of a Group
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(a) [X]
(b) [ ]
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3)
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SEC Use Only
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4)
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Citizenship or Place
of Organization
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Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With
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5)
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Sole Voting
Power
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10,763 shares of Common Stock
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6)
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Shared Voting
Power
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-0-
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7)
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Sole Dispositive
Power
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10,763 shares of Common Stock
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8)
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Shared Dispositive Power
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-0-
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9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10,763 shares of Common Stock
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10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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11)
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Percent of Class Represented by Amount in Row (9)
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0.1%
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12)
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Type of Reporting Person
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PN
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Item 1(a)
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–
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Name of Issuer: Five Prime Therapeutics, Inc.
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Item 1(b)
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–
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Address of Issuer’s Principal Executive Offices:
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2 Corporate Drive
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South San Francisco, CA 94080
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Item 2(a)
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–
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Name of Person Filing:
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This statement is being filed by Domain Partners VI, L.P., a Delaware limited partnership (“Domain VI”), and DP VI Associates, L.P., a Delaware limited partnership (“DP VI A”) (together, the “Reporting Persons”).
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Item 2(b)
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–
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Address of Principal Business Office:
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One Palmer Square
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Princeton, NJ 08542
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Item 2(c)
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–
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Place of Organization:
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Domain VI: Delaware
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DP VI A: Delaware
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Item 2(d)
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–
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Title of Class of Securities:
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Common Stock, $0.001 par value
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Item 2(e)
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–
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CUSIP Number: 33830X 10 4
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Item 3
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–
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Statements Filed Pursuant to Rules 13d-1(b) or 13d-2(b):
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Not applicable.
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Item 4
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–
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Ownership.
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CUSIP No. 33830X 10 4 Page 5 of 8 Pages
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(a) through (c):
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The information set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G is incorporated herein by reference. Ownership is stated as of December 31, 2013 and ownership percentages are based on 16,842,134 shares of Common Stock outstanding as of December 31, 2013, as provided to the Reporting Person by the Issuer.
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Item 5
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–
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6
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–
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7
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–
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Company:
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Not applicable.
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Item 8
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–
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Identification and Classification of Members of the Group:
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See Exhibit 2.
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Item 9
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–
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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–
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Certification:
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Not applicable.
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DOMAIN PARTNERS VI, L.P.
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By:
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One Palmer Square Associates VI, L.L.C., General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DP VI ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VI, L.L.C., General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DOMAIN PARTNERS VI, L.P.
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By:
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One Palmer Square Associates VI, L.L.C., General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DP VI ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VI, L.L.C., General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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