UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
 
ACCELERON PHARMA INC.
(Name of Issuer)
 
 
 
COMMON STOCK
(Title of Class of Securities)
 
00434H108
(CUSIP Number)
 
December 31, 2014
(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. 00434H108
 
Page 2 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
Advanced Technology Ventures VI, 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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G/A is filed by Advanced Technology Ventures VI, L.P. (“ATV VI”), Advanced Technology Ventures VII, L.P. (“ATV VII”), Advanced Technology Ventures VII (B), L.P. (“ATV VII-B”), Advanced Technology Ventures VII(C), L.P. (“ATV VII-C”), ATV Entrepreneurs VI, L.P. (“ATVE VI”), ATV Entrepreneurs VII, L.P. (“ATVE VII”), ATV Alliance 2003, L.P. (“ATV Alliance”),  ATV Associates VI, L.L.C. (the general partner of ATV VI and ATVE VI) (“ATVA VI”), ATV Associates VII, L.L.C. (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII) (“ATVA VII”),  and ATV Alliance Associates, L.L.C. (the general partner of ATV Alliance) (“ATVAA” and, together with ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI and ATVA VII, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 3 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
Advanced Technology Ventures VII, 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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 4 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
Advanced Technology Ventures VII (B), 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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 5 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
Advanced Technology Ventures VII(C), 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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 6 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
ATV Entrepreneurs VI, 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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0    
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 7 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
 ATV Entrepreneurs VII, 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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 8 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
 ATV Alliance 2003, 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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
PN
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 9 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
 ATV Associates VI, L.L.C.
  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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
OO
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 10 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
 ATV Associates VII, L.L.C.
  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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
OO
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 11 of 17 Pages
             
  1. 
 
Name of Reporting Persons
 
 ATV Alliance Associates, L.L.C.
  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:
  
5. 
  
Sole Voting Power
 
0
  
6.
  
Shared Voting Power
 
1,677,3992
  
7.
  
Sole Dispositive Power
 
0
  
8.
  
Shared Dispositive Power
 
1,677,3992
  9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,677,3992
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.2%3
12.
 
Type of Reporting Person (See Instructions)
 
OO
 
1 
This Schedule 13G/A is filed by ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI (the general partner of ATV VI and ATVE VI), ATVA VII (the general partner of ATV VII, ATV VII-B, ATV VII-C and ATVE VII), and ATVAA (the general partner of ATV Alliance). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
2 
Consists of (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
3 
This percentage is calculated based the number of the Issuer’s outstanding shares equal to the sum of (i) 32,253,193 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) 148,311 shares of common stock underlying warrants owned by the Reporting Persons.
 
 
 

 

 
CUSIP No. 00434H108
 
Page 12 of 17 Pages
 
Introductory Note: This Statement on Schedule 13G/A is filed on behalf of Advanced Technology Ventures VI, L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VI”), Advanced Technology Ventures VII, L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII”), Advanced Technology Ventures VII (B), L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII-B”), Advanced Technology Ventures VII(C), L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII-C”), ATV Entrepreneurs VI, L.P, a limited partnership organized under the laws of the State of Delaware (“ATVE VI”), ATV Entrepreneurs VII, L.P, a limited partnership organized under the laws of the State of Delaware (“ATVE VII”), ATV Alliance 2003, L.P., a limited partnership organized under the laws of the State of Delaware (“ATV Alliance”), ATV Associates VI, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ATVA VI”), ATV Associates VII, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ATVA VII”)  and ATV Alliance Associates, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ATVAA” and collectively with ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII, ATV Alliance, ATVA VI and ATVA VII, the “ATV Entities”) in respect of shares of common stock of Acceleron Pharma Inc. The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
 
Item 1.
 
 
 
(a)
Name of Issuer
 
Acceleron Pharma Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
128 Sydney Street
Cambridge, MA 02139
 
Item 2.
 
 
 
(a)
Name of Person Filing
 
Advanced Technology Ventures VI, L.P.
Advanced Technology Ventures VII, L.P.
Advanced Technology Ventures VII (B), L.P.
Advanced Technology Ventures VII(C), L.P.
ATV Entrepreneurs VI, L.P.
ATV Entrepreneurs VII, L.P.
ATV Alliance 2003, L.P.
ATV Associates VI, L.L.C.
ATV Associates VII, L.L.C.
ATV Alliance Associates, L.L.C.
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
   
500 Boylston Street, Suite 1380, Boston, Massachusetts 02116
 
 
 

 

CUSIP No. 00434H108
 
Page 13 of 17 Pages
 
 
(c)
Citizenship
 
Each of ATV VI, ATV VII, ATV VII-B, ATV VII-C, ATVE VI, ATVE VII and ATV Alliance are limited partnerships organized in the State of Delaware. Each of ATVA VI, ATVA VII and ATVAA are limited liability companies organized in the State of Delaware.
 
 
(d)
Title of Class of Securities
 
Common Stock
 
 
(e)
CUSIP Number
 
00434H108
 
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, 2014:
 
Advanced Technology Ventures VI, L.P.
1,677,399(1)
 
Advanced Technology Ventures VII, L.P
1,677,399(1)
 
Advanced Technology Ventures VII (B), L.P.
1,677,399(1)
 
Advanced Technology Ventures VII(C), L.P.
1,677,399(1)
 
ATV Entrepreneurs VII, L.P.
1,677,399(1)
 
ATV Entrepreneurs VI, L.P.
1,677,399(1)
 
ATV Alliance 2003, L.P.
1,677,399(1)
 
ATV Associates VI, L.L.C.
1,677,399(1)
 
ATV Associates VII, L.L.C.
1,677,399(1)
 
ATV Alliance Associates, L.L.C.
1,677,399(1)
 
 
(b)    Percent of Class as of December 31, 2014:
 
Advanced Technology Ventures VI, L.P.
5.2%
 
Advanced Technology Ventures VII, L.P
5.2%
 
Advanced Technology Ventures VII (B), L.P.
5.2%
 
Advanced Technology Ventures VII(C), L.P.
5.2%
 
ATV Entrepreneurs VII, L.P.
5.2%
 
ATV Entrepreneurs VI, L.P.
5.2%
 
ATV Alliance 2003, L.P.
5.2%
 
ATV Associates VI, L.L.C.
5.2%
 
ATV Associates VII, L.L.C.
5.2%
 
ATV Alliance Associates, L.L.C.
5.2%
 
 
 
 

 

CUSIP No. 00434H108
 
Page 14 of 17 Pages
 
 
(c)
Number of shares as to which the person has, as of December 31, 2014:
 
 
(i)
Sole power to vote or to direct the vote
 
Advanced Technology Ventures VI, L.P.
0
 
Advanced Technology Ventures VII, L.P
0
 
Advanced Technology Ventures VII (B), L.P.
0
 
Advanced Technology Ventures VII(C), L.P.
0
 
ATV Entrepreneurs VII, L.P.
0
 
ATV Entrepreneurs VI, L.P.
0
 
ATV Alliance 2003, L.P.
0
 
ATV Associates VI, L.L.C.
0
 
ATV Associates VII, L.L.C.
0
 
ATV Alliance Associates, L.L.C.
0
 
 
 
(ii)
Shared power to vote or to direct the vote
 
Advanced Technology Ventures VI, L.P.
1,677,399(1)
 
Advanced Technology Ventures VII, L.P
1,677,399(1)
 
Advanced Technology Ventures VII (B), L.P.
1,677,399(1)
 
Advanced Technology Ventures VII(C), L.P.
1,677,399(1)
 
ATV Entrepreneurs VII, L.P.
1,677,399(1)
 
ATV Entrepreneurs VI, L.P.
1,677,399(1)
 
ATV Alliance 2003, L.P.
1,677,399(1)
 
ATV Associates VI, L.L.C.
1,677,399(1)
 
ATV Associates VII, L.L.C.
1,677,399(1)
 
ATV Alliance Associates, L.L.C.
1,677,399(1)
 
 
 
(IV)
Sole power to dispose or to direct the disposition of
 
Advanced Technology Ventures VI, L.P.
0
 
Advanced Technology Ventures VII, L.P
0
 
Advanced Technology Ventures VII (B), L.P.
0
 
Advanced Technology Ventures VII(C), L.P.
0
 
ATV Entrepreneurs VII, L.P.
0
 
ATV Entrepreneurs VI, L.P.
0
 
ATV Alliance 2003, L.P.
0
 
ATV Associates VI, L.L.C.
0
 
ATV Associates VII, L.L.C.
0
 
ATV Alliance Associates, L.L.C.
0
 
 
 
 

 

CUSIP No. 00434H108
 
Page 15 of 17 Pages
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
Advanced Technology Ventures VI, L.P.
1,677,399(1)
 
Advanced Technology Ventures VII, L.P
1,677,399(1)
 
Advanced Technology Ventures VII (B), L.P.
1,677,399(1)
 
Advanced Technology Ventures VII(C), L.P.
1,677,399(1)
 
ATV Entrepreneurs VII, L.P.
1,677,399(1)
 
ATV Entrepreneurs VI, L.P.
1,677,399(1)
 
ATV Alliance 2003, L.P.
1,677,399(1)
 
ATV Associates VI, L.L.C.
1,677,399(1)
 
ATV Associates VII, L.L.C.
1,677,399(1)
 
ATV Alliance Associates, L.L.C.
1,677,399(1)
 
 
(1)
These shares are owned directly as follows: (i) 205,334 shares of common stock and warrants to purchase 19,916 shares of common stock owned by ATV VI, (ii) 1,227,853 shares of common stock and warrants to purchase 119,323 shares of common stock owned by ATV VII, (iii) 49,271 shares of common stock and warrants to purchase 4,788 shares of common stock owned by ATV VII-B, (iv) 23,684 shares of common stock and warrants to purchase 2,302 shares of common stock owned by ATV VII-C, (v) 7,314 shares of common stock and warrants to purchase 711 shares of common stock owned by AVTE VII, (vi) 13,104 shares of common stock and warrants to purchase 1,271 shares of common stock owned by AVTE VI and (vii) 2,528 shares of common stock owned by ATV Alliance.
 
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 a Group
 
Not Applicable
 
Item 10.
Certification
 
Not Applicable
 
 
 

 

CUSIP No. 00434H108
 
Page 16 of 17 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 10, 2015
         
     
Advanced Technology Ventures VI, L.P.
 
ATV Entrepreneurs VII, L.P.
     
By:
ATV Associates VI, L.L.C., its General Partner
 
By:
ATV Associates VII, L.L.C., its General Partner
         
By:
/s/ William Wiberg  
By:
/s/ Jean George
         
 
Authorized Signatory
   
Authorized Signatory
         
         
Advanced Technology Ventures VII, L.P.
 
ATV Alliance 2003, L.P.
         
By:
ATV Associates VII, L.L.C., its General Partner
 
By:
ATV Alliance Associates, L.L.C., its General Partner
         
By:
/s/ Jean George  
By:
/s/ Jean George
         
 
Authorized Signatory
   
Authorized Signatory
         
         
Advanced Technology Ventures VII (B), L.P.
 
ATV Associates VI, L.L.C.
         
By:
ATV Associates VII, L.L.C., its General Partner
 
By:
 /s/ William Wiberg
         
By:
/s/ Jean George    
Authorized Signatory
         
 
Authorized Signatory
     
     
ATV Associates VII, L.L.C.
       
Advanced Technology Ventures VII(C), L.P.
   
     
By:
/s/ Jean George
By:
ATV Associates VII, L.L.C., its General Partner
     
       
Authorized Signatory
By:
/s/ Jean George      
     
ATV Alliance Associates, L.L.C.
 
Authorized Signatory
     
         
     
By:
/s/ Jean George
ATV Entrepreneurs VI, L.P.
     
       
Authorized Signatory
By:
ATV Associates VI, L.L.C., its General Partner
     
         
By:
 /s/ William Wiberg      
         
 
Authorized Signatory
     
 
 
 

 

 
CUSIP No. 00434H108
 
Page 17 of 17 Pages
 
EXHIBITS
 
A:
Joint Filing Agreement (Incorporated by reference from Exhibit A to Schedule 13G filed on February 13, 2014).