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. 1)*
 
Arcus Biosciences, Inc.	
(Name of Issuer)	
 	
Common Stock, par value $0.0001	
(Title of Class of Securities)	
 	
03969F109	
(CUSIP Number)	
 	
December 31, 2018	
(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 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).
 
(Continued on following pages)
  
Page 1 of 9
 
Exhibit Index on Page 8

 

 

CUSIP # 03969F109	Page 2 of 9	

1	NAME OF REPORTING PERSONS          Foresite Capital Fund III, L.P. (“FCF III”)	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨      (b)      x	
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
2,028,876 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.	
	6	SHARED VOTING POWER
See response to row 5.	
	7	SOLE DISPOSITIVE POWER
2,028,876 shares, except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.	
	8	SHARED DISPOSITIVE POWER
See response to row 7.	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
 	2,028,876	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
 	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 	4.6%*	
12	TYPE OF REPORTING PERSON
 	PN	
 
* As reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018, as of November 1, 2018, the total number of shares of Common Stock outstanding was 44,453,724 . 

 

CUSIP # 03969F109	Page 3 of 9	

1	NAME OF REPORTING PERSONS         Foresite Capital Management III, LLC (“FCM III”)	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨      (b)      x	
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
2,028,876 shares, all of which are directly owned by FCF III.  FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to vote these shares.	
	6	SHARED VOTING POWER
See response to row 5.	
	7	SOLE DISPOSITIVE POWER
2,028,876 shares, all of which are directly owned by FCF III.  FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.	
	8	SHARED DISPOSITIVE POWER
See response to row 7.	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
 	2,028,876	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
 	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 	4.6%*	
12	TYPE OF REPORTING PERSON
 	OO	
 
* As reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018, as of November 1, 2018, the total number of shares of Common Stock outstanding was 44,453,724 . 

 

CUSIP # 03969F109	Page 4 of 9	

1	NAME OF REPORTING PERSONS         James Tananbaum (“Tananbaum”)	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨      (b)      x	
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
2,028,876 shares, all of which are directly owned by FCF III.  Tananbaum is the managing member of FCM III, which is the general partner of FCF III.  Tananbaum may be deemed to have sole power to vote these shares.	
	6	SHARED VOTING POWER
See response to row 5.	
	7	SOLE DISPOSITIVE POWER
2,028,876 shares, all of which are directly owned by FCF III.  Tananbaum is the managing member of FCM III, which is the general partner of FCF III.  Tananbaum may be deemed to have sole power to dispose of these shares.	
	8	SHARED DISPOSITIVE POWER
See response to row 7.	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
 	 
2,028,876	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
 	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 	4.6%*	
12	TYPE OF REPORTING PERSON
 	IN	
 
* As reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018, as of November 1, 2018, the total number of shares of Common Stock outstanding was 44,453,724 . 

 

CUSIP # 03969F109	Page 5 of 9	

	ITEM 1(A).	NAME OF ISSUER	
 
	Arcus Biosciences, Inc. (the “Issuer”)	
 
	ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES	
 
	3928 Point Eden Way	
	Hayward, CA 94545	
 
	ITEM 2(A).	NAME OF PERSONS FILING	
 
	This Schedule is filed by Foresite Capital Fund III, L.P., a Delaware limited partnership (“FCF III”), Foresite Capital Management III, LLC, a Delaware limited liability company (“FCM III”), and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”	
 
	ITEM 2(B).	ADDRESS OF PRINCIPAL OFFICE	
 
	The address for each of the Reporting Persons is:	
 
	c/o	Foresite Capital Management	
600 Montgomery Street, Suite 4500
San Francisco, CA 94111

	ITEM 2(C).	CITIZENSHIP	
 
	See Row 4 of cover page for each Reporting Person.	
 
	ITEM 2(D).	TITLE OF CLASS OF SECURITIES	
 
	Common Stock, par value $0.0001	
 
	ITEM 2(D)	CUSIP NUMBER	
 
	03969F109	
 
	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:	
 
	Not applicable.	
 
	ITEM 4.	OWNERSHIP	
 
	The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2018:	
 
	(a)	Amount beneficially owned :	
 
	See Row 9 of cover page for each Reporting Person.	
 
	(b)	Percent of Class :	
 
	See Row 11 of cover page for each Reporting Person.	

 

CUSIP # 03969F109	Page 6 of 9	

	(c)	Number of shares as to which such person has :	
 
	(i)	Sole power to vote or to direct the vote :	
 
	See Row 5 of cover page for each Reporting Person.	
 
	(ii)	Shared power to vote or to direct the vote :	
 
	See Row 6 of cover page for each Reporting Person.	
 
	(iii)	Sole power to dispose or to direct the disposition of :	
 
	See Row 7 of cover page for each Reporting Person.	
 
	(iv)	Shared power to dispose or to direct the disposition of :	
 
	See Row 8 of cover page for each Reporting Person.	
 
	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: x	
 
	ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON .	
 
	Under certain circumstances set forth in the limited partnership agreement of FCF III and the limited liability company agreement of FCM III the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.	
 
	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 .	
 
	By signing below, I 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, other than activities solely in connection with a nomination under § 240.14a-11.	

 

CUSIP # 03969F109	Page 7 of 9	

SIGNATURES
 
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, 2019

 	FORESITE CAPITAL FUND III, L.P.	
 	 	 	
 	By:	FORESITE CAPITAL MANAGEMENT III, LLC	
 	Its:	General Partner	
 	 	 	
 	By:	/s/ James Tananbaum	
 	Name:	James Tananbaum	
 	Title:	Managing Member	
 	 	 	
 	FORESITE CAPITAL MANAGEMENT III, LLC	
 	 	 	
 	By:	/s/ James Tananbaum	
 	Name:	James Tananbaum	
 	Title:	Managing Member	
 	 	 	
 	JAMES TANANBAUM	
 	 	 	
 	By:	/s/ James Tananbaum	
 	Name:	James Tananbaum	

 

CUSIP # 03969F109	Page 8 of 9	

EXHIBIT INDEX

Exhibit	 	Found on
Sequentially
Numbered Page	
 	 	 	
Exhibit A: Agreement of Joint Filing	 	9	

 

CUSIP # 03969F109	Page 9 of 9	

EXHIBIT A
 
Agreement of Joint Filing
 
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.