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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
CURIS,
INC.
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
231269101
(CUSIP Number)
December
31, 2008
(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.
231269101
|
13G
|
Page
2 of 8
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA Capital Management,
LLC
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
o
|
|
|
|
(b)
o
|
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of
Organization
Massachusetts
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power 2,632,198
|
|
6.
|
Shared
Voting
Power 0
|
|
7.
|
Sole
Dispositive
Power 2,632,198
|
|
8.
|
Shared
Dispositive
Power 0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,632,198
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.0%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IA
|
|
CUSIP
No. 231269101
|
13G
|
Page
3 of 8 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Peter
Kolchinsky
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
|
|
|
|
|
|
|
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
2,632,198
|
|
6.
|
Shared
Voting Power 0
|
|
7.
|
Sole
Dispositive
Power 2,632,198
|
|
8.
|
Shared
Dispositive
Power 0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,632,198
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.0%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
CUSIP
No. 231269101
|
13G
|
Page
4 of 8
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA Capital Healthcare Fund,
L.P.
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
|
|
|
|
|
|
|
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 2,585,871
|
|
6.
|
Shared
Voting Power 0
|
|
7.
|
Sole
Dispositive
Power 2,585,871
|
|
8.
|
Shared
Dispositive
Power 0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,585,871
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.9%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
CUSIP
No. 231269101
|
13G
|
Page
5 of 8
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Healthcare Fund II, L.P.
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
|
|
|
|
|
|
|
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 46,327
|
|
6.
|
Shared
Voting Power 0
|
|
7.
|
Sole
Dispositive
Power 46,327
|
|
8.
|
Shared
Dispositive
Power 0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
46,327
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.1%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
CUSIP
No. 231269101
|
|
Page
6 of 8
|
Item
1.
(a) Name of
Issuer: Curis, Inc. (the “Issuer”).
(b) Address of the Issuer’s Principal
Executive Offices: 45 Moulton Street, Cambridge, MA
02138.
Item
2.
(a) Name of Person
Filing: This joint statement on Schedule 13G is being filed by
Peter Kolchinsky, RA Capital Management, LLC, RA Capital Healthcare Fund, L.P.
and RA Capital Healthcare Fund II, L.P., who are collectively referred to as the
“Reporting Persons.” Mr. Kolchinsky (the “Manager”) is the manager of
RA Capital Management, LLC (“Capital”), which is the investment adviser and sole
general partner of RA Capital Healthcare Fund, L.P. (“Fund I”) and RA Capital
Healthcare Fund II, L.P. (“Fund II”). The Reporting Persons have entered into a
Joint Filing Agreement, dated as of the date hereof, a copy of which is filed
with this Schedule 13G as Exhibit 1 (which is
incorporated herein by reference), pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(k) under the Act.
(b) Address of Principal Business
Office: The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 800 Boylston Street, Suite
1500, Boston, Massachusetts 02199.
(c) Citizenship: Capital
is a Massachusetts limited liability company. Each of Fund I and Fund
II is a Delaware limited partnership. The Manager is a U.S.
citizen.
(d) Title and Class of
Securities: Common stock, par value $0.01 per share (“Common
Stock”).
(e) CUSIP
Number: 231269101.
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:
In the
aggregate, the Reporting Persons beneficially own 2,632,198 shares of Common
Stock of the Issuer which represents the number of shares of Common Stock, which
the Reporting Persons have the right to acquire within 60 days of this filing
through the exercise of warrants dated August 8, 2007 issued to each of Fund I
and Fund II, representing approximately 4.0% of such class of
securities.
The
beneficial ownership of each Reporting Person is as follows: (i) Fund I
beneficially owns 2,585,871 shares of Common Stock, which represents the number
of shares of Common Stock Fund I has the right to acquire within 60 days of this
filing through the exercise of a warrant issued to Fund I, representing
approximately 3.9% of the class, (ii) Fund II beneficially owns 46,327 shares of
Common Stock, which represents the number of shares of Common Stock Fund II has
the right to acquire within 60 days of this filing through the exercise of a
warrant issued to Fund II, representing approximately 0.1% of the class and
(iii) Capital, as the investment adviser and sole general partner of each
of Fund I and Fund II, and Mr. Kolchinsky as the manager of Capital, each
beneficially owns 2,632,198 shares of Common Stock of the Issuer, which amount
represents the aggregate number of shares of Common Stock Fund I and Fund II
have the right to acquire within 60 days of this filing through the exercise of
the warrants issued to each of Fund I and Fund II, representing approximately
4.0% of the class. The percentage of the Common Stock beneficially
owned by each Reporting Person is based on a total of 63,465,485 shares of
Common Stock of the Issuer outstanding as of October 24, 2008, as reported in
the most recently quarterly report of the Issuer on Form 10-Q for the fiscal
quarter ended September 30, 2008, plus the number of shares of Common Stock able
to be acquired by the Reporting Persons within 60 days of this
filing.
CUSIP
No. 231269101
|
|
Page 7
of 8
|
Each of
Fund I and Fund II has the power to vote and dispose of the shares of Common
Stock beneficially owned by such entity (as described
above). Capital, as the investment adviser and sole general partner of each
of Fund I and Fund II, has the sole authority to vote and dispose of all of the
shares of Common Stock reported in this Schedule 13G. The Manager, by
virtue of his position as manager of Capital, has the sole authority to vote and
dispose of all of the shares of Common Stock reported in this joint statement
Schedule 13G.
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 5 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 Group:
Not
applicable.
Item
10. Certification:
By
signing below I hereby 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.
CUSIP
No. 231269101
|
|
Page 8
of 8
|
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.
DATE:
February 13,
2009
RA
CAPITAL HEALTHCARE FUND, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL HEALTHCARE FUND II, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL MANAGEMENT, LLC
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
-------------------------------------------------
Exhibit
1
JOINT FILING
AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree, as of February 13, 2009, that only one statement
containing the information required by Schedule 13G, and each amendment thereto,
need be filed with respect to the ownership by each of the undersigned of shares
of Common Stock of Curis, Inc. (the “Issuer”) and such statement to which this
Joint Filing Agreement is attached as Exhibit 1 is filed on
behalf of each of the undersigned. This Agreement expressly
supersedes the Joint Filing Agreement dated February 14, 2008 among the certain
of the parties hereto with respect to the filing of information required by
Schedule 13G in relation to Common Stock of the Issuer.
RA
CAPITAL HEALTHCARE FUND, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL HEALTHCARE FUND II, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL MANAGEMENT, LLC
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
-------------------------------------------------