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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b) AND (c) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT)(1)
Aradigm Corporation
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
038505103
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(CUSIP NUMBER)
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(1) 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).
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CUSIP NO. 038505103 13G PAGE 2 OF 5 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Brentwood Associates VI, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES N/A
BENEFICIALLY ------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH N/A
REPORTING ------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH N/A
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8. SHARED DISPOSITIVE POWER
N/A
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES(1) [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
N/A
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12. TYPE OF REPORTING PERSON*
PN
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(1) SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
ITEM 1(A) NAME OF ISSUER:
Aradigm Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
26219 Eden Landing Road, Hayward, CA 94545
ITEM 2(a) NAME OF PERSON FILING:
Brentwood Associates VI, L.P.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1150 Santa Monica Blvd., Suite 1200, Los Angeles, CA 90025
ITEM 2(c) CITIZENSHIP:
Delaware
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e) CUSIP NUMBER:
038505103
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK
WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of
the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act,
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d- 1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(H).
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Page 4 of 5 Pages
ITEM 4 OWNERSHIP:
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
N/A
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(b) Percent of Class:
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(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
_________________________________________
(ii) shared power to vote or direct the vote:
_________________________________________
(iii) sole power to dispose or to direct the
disposition of:__________________________
(iv) shared power to dispose or to direct the
disposition of:__________________________
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:
The general partner of Brentwood Associates VI, L.P. is Brentwood VI
Ventures, L.P., a Delaware limited partnership ("Brentwood VI
Ventures"). The general partners of Brentwood VI Ventures are David
Chonette, Ross Jaffe, G. Bradford Jones, and John Walecka, each of whom
may be deemed to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares
of Common Stock owned by Brentwood Associates VI, L.P.
Brentwood Associates VI, L.P., Brentwood VI Ventures, and the above
named general partners of Brentwood VI Ventures each disclaim
beneficial ownership of the common stock owned by any other person or
entity described in this Schedule.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed
this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identify of each member of the group.
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Page 5 of 5 Pages
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
ITEM 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURE: After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete, and correct.
DATE: February 7, 1998
BRENTWOOD ASSOCIATES VI, L.P.
By: Brentwood VI Ventures, L.P.
It's General Partner
By: /s/ G. Bradford Jones
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G. Bradford Jones
General Partner
David W. Chonette*
Ross A. Jaffe*
John L. Walecka*
General Partners
/s/ G. Bradford Jones
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G. Bradford Jones
/s/ G. Bradford Jones
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G. Bradford Jones
*By G. Bradford Jones, attorney in
fact
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