UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)

 

 

 

Tricida, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

89610F101

(CUSIP Number)

 

Sibling Capital Ventures LLC

c/o Brian Isern

2033 6th Ave, Suite 330

Seattle, WA 98121

Tel: (504) 715-8335 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 15, 2021

(Date of Event which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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).

 

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL VENTURES LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

777,411 (1)

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

777,411 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

777,411 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% (2)

14

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Capital Fund II-A L.P. is a direct beneficial owner of 777,411 shares of Common Stock. As the sole general partner of Sibling Capital Fund II-A L.P., Sibling Capital Ventures LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

  

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL VENTURES II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,773,350 (1)

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,773,350 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,773,350 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.0% (2)

14

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Capital Fund II-B L.P. is a direct beneficial owner of 2,773,350 shares of Common Stock. As the sole general partner of Sibling Capital Fund II-B L.P., Sibling Capital Ventures II LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL VENTURES III LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

1,810,195 (1)

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,810,195 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,810,195 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.3% (2)

14

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Capital Fund II-C L.P. is a direct beneficial owner of 1,810,195 shares of Common Stock. As the sole general partner of Sibling Capital Fund II-C L.P., Sibling Capital Ventures III LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL VENTURES IV LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

599,379 (1)

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

599,379 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

599,379 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1% (2)

14

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Capital Fund II-D L.P. is a direct beneficial owner of 599,379 shares of Common Stock. As the sole general partner of Sibling Capital Fund II-D L.P., Sibling Capital Ventures IV LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL FUND II-A L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

777,411

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

777,411

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

777,411

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% (1)

14

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL FUND II-B L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

2,773,350

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

2,773,350

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,773,350

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.0% (1)

14

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL FUND II-C L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

1,810,195

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

1,810,195

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,810,195

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.3% (1)

14

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL FUND II-D L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

599,379

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

599,379

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

599,379

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1% (1)

14

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING INSIDERS II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

463,158 (1)

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

463,158 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

463,158 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8% (2)

14

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Insiders Fund II L.P. is a direct beneficial owner of 463,158 shares of Common Stock. As the sole general partner of Sibling Insiders Fund II L.P., Sibling Insiders II LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SIBLING INSIDERS FUND II L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

463,158

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

463,158

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

463,158

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8% (1)

14

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

BRIAN M. ISERN

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,423,493 (1)

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,423,493 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,423,493 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.7% (2)

14

TYPE OF REPORTING PERSON

 

IN

 

(1) As co-manager of Sibling Capital Ventures LLC, Sibling Capital Ventures II LLC, Sibling Capital Ventures III LLC, Sibling Capital Ventures IV LLC and Sibling Insiders II LLC, Brian M. Isern may be deemed to have shared voting and/or dispositive power with respect to shares held by Sibling Capital Fund II-A L.P., Sibling Capital Fund II-B L.P., Sibling Capital Fund II-C L.P., Sibling Capital Fund II-D L.P. and Sibling Insiders Fund II L.P.
(2) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.

 

 

 

 

CUSIP No. 89610F101

 

1

NAME OF REPORTING PERSONS

 

SANDRA I. COUFAL, M.D.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF, PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

7

SOLE VOTING POWER

 

187,981 (1)

8

SHARED VOTING POWER

 

6,428,353 (2) (3)

9

SOLE DISPOSITIVE POWER

 

187,981 (1)

10

SHARED DISPOSITIVE POWER

 

6,428,353 (2) (3)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,616,334 (1) (2) (3)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.0% (4)

14

TYPE OF REPORTING PERSON

 

IN

 

(1) Includes 76,569 shares of Common Stock Sandra I. Coufal has a right to acquire pursuant to options within 60 days of the date hereof.
(2) As co-manager of Sibling Capital Ventures LLC, Sibling Capital Ventures II LLC, Sibling Capital Ventures III LLC, Sibling Capital Ventures IV LLC and Sibling Insiders II LLC, Sandra. I Coufal may be deemed to have shared voting and/or dispositive power with respect to shares held by Sibling Capital Fund II-A L.P., Sibling Capital Fund II-B L.P., Sibling Capital Fund II-C L.P., Sibling Capital Fund II-D L.P. and Sibling Insiders Fund II L.P.
(3) Includes 4,860 shares of Common Stock owned by the Coufal Irrevocable Trust, of which Sandra I. Coufal’s spouse is the trustee.
(4) Based on 55,190,814 shares of Common Stock, calculated as follows: (a) 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement, plus (b) 76,569 shares of Common Stock Sandra I. Coufal has a right to acquire pursuant to options within 60 days of the date hereof.

 

 

 

 

Explanatory Note

 

This Amendment No. 3 hereby amends the Schedule 13D first filed by the Reporting Persons (as defined below) on July 12, 2018, as amended by Amendment No. 1 to the Schedule 13D filed on April 11, 2019 and Amendment No. 2 to the Schedule 13D filed on November 27, 2019 (as amended, the “Statement”).  The securities to which the Statement relates are the shares of common stock, par value $0.001 per share (the “Common Stock”), of Tricida, Inc., a Delaware corporation (the “Issuer”). The purpose of this Amendment No. 3 is to reflect the decrease in beneficial ownership of Common Stock by the Reporting Persons resulting from an increase in the number of shares of Common Stock outstanding. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Capitalized terms used herein but not defined in this Amendment No. 3 shall have the meaning ascribed to such term in the Schedule 13D.

 

Item 2.

IDENTITY AND BACKGROUND

 

(a)

 

This Amendment No. 3 is being filed jointly by:

 

  (i) Sibling Capital Ventures LLC, a Delaware limited liability company (“SCV”)

 

  (ii) Sibling Capital Ventures II LLC, a Delaware limited liability company (“SCV II”)

 

  (iii) Sibling Capital Ventures III LLC, a Delaware limited liability company (“SCV III”)

 

  (iv) Sibling Capital Ventures IV LLC, a Delaware limited liability company (“SCV IV”)

 

  (v) Sibling Capital Fund II-A L.P., a Delaware limited partnership (“Sibling A”)

 

  (vi) Sibling Capital Fund II-B L.P., a Delaware limited partnership (“Sibling B”)

 

  (vii) Sibling Capital Fund II-C L.P., a Delaware limited partnership (“Sibling C”)

 

  (viii) Sibling Capital Fund II-D L.P., a Delaware limited partnership (“Sibling D”)

 

  (ix) Sibling Insiders II LLC, a Delaware limited liability company (“Sibling Insiders LLC”)

 

  (x) Sibling Insiders Fund II L.P., a Delaware limited partnership (“Sibling Insiders Fund”)

 

  (xi) Brian M. Isern, a United States citizen (“Mr. Isern”)

 

  (xii) Sandra I. Coufal, M.D., a United States citizen (“Dr. Coufal”)

 

SCV, SCV II, SCV III, SCV IV, Sibling A, Sibling B, Sibling C, Sibling D, Sibling Insiders LLC, Sibling Insiders Fund, Mr. Isern and Dr. Coufal are referred to herein collectively as the “Reporting Persons” and individually as a “Reporting Person.”

 

The Reporting Persons may be deemed part of a group within the meaning of Section 13(d) of the Act. Accordingly, such group may be deemed to collectively beneficially own 6,616,334 shares of Common Stock, representing approximately 12.0% of the Common Stock outstanding as of November 15, 2021. The filing of this Amendment No. 3 shall not be construed as an admission that the Reporting Persons are part of a group within the meaning of Section 13(d) of the Act.

 

(b)

 

The principal business address of each of SCV, SCV II, SCV III, SCV IV, Sibling A, Sibling B, Sibling C, Sibling D, Sibling Insiders LLC, Sibling Insiders Fund and Mr. Isern is 2033 6th Ave, Suite 330, Seattle, WA 98121. The principal business address of Dr. Coufal is 18313 Calle La Serra, Rancho Santa Fe, CA 92091.

 

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

 

(a) - (b)

 

 

 

 

The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons are as follows:

 

Sibling Capital Ventures LLC    
     
Amount beneficially owned: 777,411 (1)
Percent of class: 1.4 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 0  
Shared power to vote or direct the vote: 777,411 (1)
Sole power to dispose or direct the disposition of: 0  
Shared power to dispose or direct the disposition of: 777,411 (1)
     
Sibling Capital Ventures II LLC    
     
Amount beneficially owned: 2,773,350 (2)
Percent of class: 5.0 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 0  
Shared power to vote or direct the vote: 2,773,350 (2)
Sole power to dispose or direct the disposition of: 0  
Shared power to dispose or direct the disposition of: 2,773,350 (2)
     
Sibling Capital Ventures III LLC    
     
Amount beneficially owned: 1,810,195 (3)
Percent of class: 3.3 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 0  
Shared power to vote or direct the vote: 1,810,195 (3)
Sole power to dispose or direct the disposition of: 0  
Shared power to dispose or direct the disposition of: 1,810,195 (3)
     
Sibling Capital Ventures IV LLC    
     
Amount beneficially owned: 599,379 (4)
Percent of class: 1.1 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 0  
Shared power to vote or direct the vote: 599,379 (4)
Sole power to dispose or direct the disposition of: 0  
Shared power to dispose or direct the disposition of: 599,379 (4)
     
Sibling Capital Fund II-A L.P.    
     
Amount beneficially owned: 777,411  
Percent of class: 1.4 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 777,411  
Shared power to vote or direct the vote: 0  
Sole power to dispose or direct the disposition of: 777,411  
Shared power to dispose or direct the disposition of: 0  
     
Sibling Capital Fund II-B L.P.    
   
Amount beneficially owned: 2,773,350  
Percent of class: 5.0 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 2,773,350  
Shared power to vote or direct the vote: 0  
Sole power to dispose or direct the disposition of: 2,773,350  
Shared power to dispose or direct the disposition of: 0  

 

 

 

 

Sibling Capital Fund II-C L.P.    
   
Amount beneficially owned: 1,810,195  
Percent of class: 3.3 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 1,810,195  
Shared power to vote or direct the vote: 0  
Sole power to dispose or direct the disposition of: 1,810,195  
Shared power to dispose or direct the disposition of: 0  
   
Sibling Capital Fund II-D L.P.    
   
Amount beneficially owned: 599,379  
Percent of class: 1.1 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 599,379  
Shared power to vote or direct the vote: 0  
Sole power to dispose or direct the disposition of: 599,379  
Shared power to dispose or direct the disposition of: 0  
   
Sibling Insiders II LLC    
   
Amount beneficially owned: 463,158 (5)
Percent of class: 0.8 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 0  
Shared power to vote or direct the vote: 463,158 (5)
Sole power to dispose or direct the disposition of: 0  
Shared power to dispose or direct the disposition of: 463,158 (5)
     
Sibling Insiders Fund II L.P.    
     
Amount beneficially owned: 463,158  
Percent of class: 0.8 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 463,158  
Shared power to vote or direct the vote: 0  
Sole power to dispose or direct the disposition of: 463,158  
Shared power to dispose or direct the disposition of: 0  
     
Brian M. Isern    
     
Amount beneficially owned: 6,423,493 (6)
Percent of class: 11.7 % (10)
Number of shares as to which the person has:    
Sole power to vote or direct the vote: 0  
Shared power to vote or direct the vote: 6,423,493 (6)
Sole power to dispose or direct the disposition of: 0  
Shared power to dispose or direct the disposition of: 6,423,493 (6)
   
Sandra I. Coufal, M.D.    
   
Amount beneficially owned: 6,616,334 (7) (8) (9)
Percent of class: 12.0 % (11)

 

 

 

 

Number of shares as to which the person has:    
Sole power to vote or direct the vote: 187,981 (9)
Shared power to vote or direct the vote: 6,428,353 (7) (8)
Sole power to dispose or direct the disposition of: 187,981 (9)
Shared power to dispose or direct the disposition of: 6,428,353 (7) (8)

 

  (1) Sibling A is a direct beneficial owner of 777,411 shares of Common Stock. As the sole general partner of Sibling A, SCV may be deemed to have shared voting and/or dispositive power with respect to such shares.  
  (2) Sibling B is a direct beneficial owner of 2,773,350 shares of Common Stock. As the sole general partner of Sibling B, SCV II may be deemed to have shared voting and/or dispositive power with respect to such shares.  
  (3) Sibling C is a direct beneficial owner of 1,810,195 shares of Common Stock. As the sole general partner of Sibling C, SCV III may be deemed to have shared voting and/or dispositive power with respect to such shares.  
  (4) Sibling D is a direct beneficial owner of 599,379 shares of Common Stock. As the sole general partner of Sibling D, SCV IV may be deemed to have shared voting and/or dispositive power with respect to such shares.  
  (5) Sibling Insiders Fund is a direct beneficial owner of 463,158 shares of Common Stock. As the sole general partner of Sibling Insiders Fund, Sibling Insiders LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.  
  (6) As co-manager of SCV, SCV II, SCV III, SCV IV and Sibling Insiders LLC, Mr. Isern may be deemed to have shared voting and/or dispositive power with respect to shares held by Sibling A, Sibling B, Sibling C, Sibling D and Sibling Insiders Fund.  
  (7) As co-manager of SCV, SCV II, SCV III, SCV IV and Sibling Insiders LLC, Dr. Coufal may be deemed to have shared voting and/or dispositive power with respect to shares held by Sibling A, Sibling B, Sibling C, Sibling D and Sibling Insiders Fund.  
  (8) Includes 4,860 shares of Common Stock owned by the Coufal Irrevocable Trust, of which Dr. Coufal’s spouse is the trustee.
  (9) Includes 76,569 shares of Common Stock Dr. Coufal has a right to acquire pursuant to options within 60 days of the date hereof.
  (10) Based on 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement.
  (11) Based on 55,190,814 shares of Common Stock, calculated as follows: (a) 55,114,245 shares of Common Stock outstanding as of November 15, 2021, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 15, 2021, and without assuming the exercise of any warrants issued in the transactions contemplated by such prospectus supplement, plus (b) 76,569 shares of Common Stock Dr. Coufal has a right to acquire pursuant to options within 60 days of the date hereof.

  

(c)

 

Annex A hereof sets forth the transactions by the Reporting Persons in the securities of the Issuer from the 60 days prior to the date of the event which requires the filing of this Amendment No. 3 up through the date hereof. Except as otherwise disclosed in Annex A, none of the Reporting Persons, nor, to the best of the Reporting Persons' knowledge, any of their respective executive officers or directors, as applicable, has acquired or disposed of, any securities of the Issuer from the 60 days prior to the date of the event which requires the filing of this Amendment No. 3 up through the date hereof.

 

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) with respect to the joint filing of the Statement and any amendment or amendments thereto. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by the contents of the Joint Filing Agreement, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

 

Item 7.

MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit A:   Joint Filing Agreement (incorporated herein by reference to Exhibit A to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on July 12, 2018)

 

 

 

 

SIGNATURES

 

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

 

Date: November 23, 2021

 

  SIBLING CAPITAL VENTURES LLC
     
  By:  

/s/ Brian M. Isern

      Brian M. Isern
      President
   
  SIBLING CAPITAL VENTURES II LLC
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President
   
  SIBLING CAPITAL VENTURES III LLC
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President
   
  SIBLING CAPITAL VENTURES IV LLC
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President
   
 

/s/ Brian M. Isern 

  Brian M. Isern, in his individual capacity
   
 

/s/ Sandra I. Coufal 

  Sandra I. Coufal, M.D., in her individual capacity
       
  SIBLING CAPITAL FUND II-A L.P.
     
  By:   Sibling Capital Ventures LLC, its general partner
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President
   
  SIBLING CAPITAL FUND II-B L.P.
   
  By: Sibling Capital Ventures II LLC, its general partner
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President
   
  SIBLING CAPITAL FUND II-C L.P.
   
  By: Sibling Capital Ventures III LLC, its general partner
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President
   
  SIBLING CAPITAL FUND II-D L.P.
   
  By: Sibling Capital Ventures IV LLC, its general partner
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President
   
  SIBLING INSIDERS II LLC
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President
   
  SIBLING INSIDERS FUND II L.P.
   
  By: Sibling Insiders II LLC, its general partner
     
  By:  

/s/ Brian M. Isern 

      Brian M. Isern
      President

 

 

 

 

 

Annex A

 

Schedule of Transactions

 

 

 

 

Reporting Person

  Date of
Transaction

 

 

Security

 

 

Amount of
Securities
Bought
(Sold)

 

 

Unit Cost

 

 

Transaction Type
Dr. Coufal   10/06/2021   Common Stock   (5,000)   (1)   Open Market Sale
Dr. Coufal   11/17/2021   Common Stock   (10,297)   (2)   Open Market Sale
Dr. Coufal   11/18/2021   Common Stock   (800)   (3)   Open Market Sale

 

(1) Dr. Coufal sold 5,000 shares of Common Stock at an average price of $4.22 per share pursuant to a Rule 10b5-1 trading plan adopted by Dr. Coufal on December 16, 2020. These shares were sold in multiple transactions at prices ranging from $4.12 to $4.30, inclusive.

(2) Dr. Coufal sold 10,297 shares of Common Stock at an average price of $7.90 per share pursuant to a Rule 10b5-1 trading plan adopted by Dr. Coufal on December 16, 2020. These shares were sold in multiple transactions at prices ranging from $7.50 to $8.08, inclusive.

(3) Dr. Coufal sold 800 shares of Common Stock at an average price of $7.72 per share pursuant to a Rule 10b5-1 trading plan adopted by Dr. Coufal on December 16, 2020. These shares were sold in multiple transactions at prices ranging from $7.61 to $7.85, inclusive.