sc13g07422niv_12212015.htm
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 RULE 13d-2(b)
 
(Amendment No.   )1
 

Nivalis Therapeutics, Inc.
 (Name of Issuer)
 
Common Stock, par value $0.001 per share
 (Title of Class of Securities)
 
65481J 10 9
 (CUSIP Number)
 
December 11, 2015
 (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)
 
   x  Rule 13d-1(c)
 
   o  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. 65481J 10 9
 
1
NAME OF REPORTING PERSON
 
Biotechnology Value Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
512,140
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
512,140
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
512,140
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.3%
12
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 65481J 10 9
 
1
NAME OF REPORTING PERSON
 
Biotechnology Value Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
298,247
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
298,247
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
298,247
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.9%
12
TYPE OF REPORTING PERSON
 
PN

 
3

 
CUSIP NO. 65481J 10 9
 
1
NAME OF REPORTING PERSON
 
Biotechnology Value Trading Fund OS LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
105,335
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
105,335
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
105,335
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
PN

 
4

 
CUSIP NO. 65481J 10 9
 
1
NAME OF REPORTING PERSON
 
BVF Partners OS Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
105,335
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
105,335
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
105,335
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
CO

 
5

 
CUSIP NO. 65481J 10 9
 
1
NAME OF REPORTING PERSON
 
BVF Partners L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
1,195,013
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
1,195,013
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,195,013
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7%
12
TYPE OF REPORTING PERSON
 
PN, IA

 
8

 
CUSIP NO. 65481J 10 9
 
1
NAME OF REPORTING PERSON
 
BVF Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
1,195,013
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
1,195,013
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,195,013
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7%
12
TYPE OF REPORTING PERSON
 
CO

 
9

 
CUSIP NO. 65481J 10 9
 
1
NAME OF REPORTING PERSON
 
Mark N. Lampert
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
1,195,013
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
1,195,013
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,195,013
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7%
12
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 65481J 10 9
 
Item 1(a).
Name of Issuer:

Nivalis Therapeutics, Inc., a Delaware corporation (the “Issuer”).

Item 1(b).
Address of Issuer's Principal Executive Offices:

3122 Sterling Circle, Suite 200
Boulder, Colorado 80301

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship

Biotechnology Value Fund, L.P. (“BVF”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands

BVF Partners L.P. (“Partners”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
 
 
11

 
CUSIP NO. 65481J 10 9

BVF Inc.
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(d).
Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Common Stock”)

Item 2(e).
CUSIP Number:

65481J 10 9

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
/x/
Not applicable.
 
 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.
 
 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.
 
 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 
 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
 
 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
 
 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
(k)
/ /
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
 
 
12

 
CUSIP NO. 65481J 10 9

Item 4.
Ownership

 
(a)
Amount beneficially owned:
 
As of the close of business on December 21, 2015 (i) BVF beneficially owned 512,140 shares of Common Stock, (ii) BVF2 beneficially owned 298,247 shares of Common Stock, and (iii) Trading Fund OS beneficially owned 105,335 shares of Common Stock.

Partners OS as the general partner of Trading Fund OS may be deemed to beneficially own the 105,335 shares of Common Stock beneficially owned by Trading Fund OS.

Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 1,195,013 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain Partners management accounts (the “Partners Management Accounts”), including 279,291 shares of Common Stock held in the Partners Management Accounts.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,195,013 shares of Common Stock beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,195,013 shares of Common Stock beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Management Accounts, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
 
 
(b)
Percent of class:
 
The following percentages are based on 15,451,821 shares of Common Stock outstanding as of October 31, 2015, as disclosed in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on November 3, 2015.

As of the close of business on December 21, 2015 (i) BVF beneficially owned approximately 3.3% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 1.9% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding shares of Common Stock (iv) Partners OS may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 7.7% of the outstanding shares of Common Stock (approximately 1.8% of which is held in the Partners Management Accounts).
 
 
13

 
CUSIP NO. 65481J 10 9
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
See Cover Pages Items 5-9.
 
 
(ii)
Shared power to vote or to direct the vote
 
 
See Cover Pages Items 5-9.
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
See Cover Pages Items 5-9.
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
See Cover Pages Items 5-9.
 
Item 5.
Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Management Accounts.

Item 7.
Identification and Classification of the Subsidiary That 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.

See Exhibit 99.1.

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of its 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.
 
 
14

 
CUSIP NO. 65481J 10 9

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 21, 2015

BIOTECHNOLOGY VALUE FUND, L.P.
 
BVF INC.
 
 
     
By:
BVF Partners L.P., its general partner
 
By:
/s/ Mark N. Lampert
By:
BVF Inc., its general partner
 
 
Mark N. Lampert
 
 
   
President
By:
/s/ Mark N. Lampert
 
 
 
 
Mark N. Lampert
   
 
 
President
   
/s/ Mark N. Lampert
 
 
   
MARK N. LAMPERT
 
 
     
BIOTECHNOLOGY VALUE FUND II, L.P.
 
 
 
 
     
By:
BVF Partners L.P., its general partner
 
 
 
By:
BVF Inc., its general partner
 
 
 
 
 
   
 
By:
/s/ Mark N. Lampert
 
 
 
 
Mark N. Lampert
   
 
 
President
   
 
     
 
       
 
BVF PARTNERS L.P.
 
 
 
       
 
By:
BVF Inc., its general partner
   
 
 
 
     
By:
/s/ Mark N. Lampert
   
 
 
Mark N. Lampert
   
 
 
President
   
 


BVF PARTNERS OS LTD.
 
     
By:
BVF Partners L.P., its sole member
 
By:
BVF Inc., its general partner
 
 
 
 
By:
/s/ Mark N. Lampert
 
 
Mark N. Lampert
 
 
President
 
     
     
BIOTECHNOLOGY VALUE TRADING FUND OS LP
 
     
By:
BVF Partners L.P., its investment manager
 
By:
BVF Inc., its general partner
 
 
 
 
By:
/s/ Mark N. Lampert
 
 
Mark N. Lampert
 
 
President
 
 
 
15

 
 
 
ex991to13g07422niv_12212015.htm
Exhibit 99.1
 
Joint Filing Agreement

The undersigned hereby agree that the Statement on Schedule 13G, dated December 21, 2015 with respect to the shares of Common Stock of Nivalis Therapeutics, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated:  December 21, 2015

BIOTECHNOLOGY VALUE FUND, L.P.
 
BVF INC.
 
 
     
By:
BVF Partners L.P., its general partner
 
By:
/s/ Mark N. Lampert
By:
BVF Inc., its general partner
 
 
Mark N. Lampert
 
 
   
President
By:
/s/ Mark N. Lampert
 
 
 
 
Mark N. Lampert
   
 
 
President
   
/s/ Mark N. Lampert
 
 
   
MARK N. LAMPERT
 
 
     
BIOTECHNOLOGY VALUE FUND II, L.P.
 
 
 
 
     
By:
BVF Partners L.P., its general partner
 
 
 
By:
BVF Inc., its general partner
 
 
 
 
 
   
 
By:
/s/ Mark N. Lampert
 
 
 
 
Mark N. Lampert
   
 
 
President
   
 
     
 
       
 
BVF PARTNERS L.P.
 
 
 
       
 
By:
BVF Inc., its general partner
   
 
 
 
     
By:
/s/ Mark N. Lampert
   
 
 
Mark N. Lampert
   
 
 
President
   
 
 

BVF PARTNERS OS LTD.
 
     
By:
BVF Partners L.P., its sole member
 
By:
BVF Inc., its general partner
 
 
 
 
By:
/s/ Mark N. Lampert
 
 
Mark N. Lampert
 
 
President
 
     
     
BIOTECHNOLOGY VALUE TRADING FUND OS LP
 
     
By:
BVF Partners L.P., its investment manager
 
By:
BVF Inc., its general partner
 
 
 
 
By:
/s/ Mark N. Lampert
 
 
Mark N. Lampert
 
 
President