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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. __)*
CUBIST PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
229678107
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 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. 229678107 SCHEDULE 13G Page 2 of 6 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PHILIP GREER
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
NEW YORK
5. Sole Voting Power
-0-
Number of Shares
6. Shared Voting Power
Beneficially 792,308
Owned by Each
7. Sole Dispositive Power
Reporting Person -0-
With
8. Shared Dispositive Power
792,308
9. Aggregate Amount Beneficially Owned by Each Reporting Person
792,308
10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares* /XXX/
11. Percent of Class Represented by Amount in Row 9
8.33
12. Type of Reporting Person*
BD,IA,PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Cusip No. 229678107 13G Page 3 of 6
Item 1(a). Name of Issuer: Cubist Pharmaceuticals, Inc.
Item 1(b). Address of Issuer's Principal Executive Office:
24 Emily Street
Cambridge, MA 02139
Item 2(a). Name of Person Filing:
Philip Greer, individually and on behalf of WPG Venture
Partners II, L.P. ("WPGVP"), the sole General Partner of
Weiss, Peck & Greer Venture Associates II, L.P. ("WPGVA") and
WPG Enterprise Fund, L.P. ("Enterprise"), and on behalf of WPG
Venture Advisors, L.P. ("Advisor"), the Advisor of Weiss, Peck
& Greer Venture Associates II (Overseas), Ltd., a Cayman
Islands Corporation ("WPGVAO").
Item 2(b). Address of Principal Business Office, or if None, Residence:
555 California Street, Suite 3130
San Francisco, CA 94104
Item 2(c). Citizenship: Weiss, Peck & Greer, L.L.C. ("WPG") is a limited
liability company, organized under the laws of the State of
Delaware. Philip Greer is a citizen of the United States.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 229678107
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) ( X ) Broker or Dealer registered under Section
15 of the Securities Exchange Act of 1934
(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 of
1940
(e) ( X ) Investment Adviser registered under
Section 203 of the Investment Advisers Act
of 1940
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Cusip No. 229678107 13G Page 4 of 6
(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 Sec.
240.13d-1(b) (1) (ii) (F)
(g) ( ) Parent Holding Company, in accordance with
Sec. 240.13d-1(b) (ii) (G) (Note: See Item
7)
(h) ( ) Group, in accordance with paragraph
240.13d-1(b) (1) (ii) (H)
Item 4(a) - (c). Ownership:
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The following information concerning percentages of ownership
of outstanding shares of common stock is based on a total of
9,508,975 shares reported to be outstanding by Cubist
Pharmaceuticals, Inc. at December 31, 1996.
As of December 31, 1996, WPGVA, Enterprise and WPGVAO owned of
record 304,405 shares, 421,191 shares and 66,712 shares,
respectively, of Cubist Pharmaceuticals, Inc. common stock
("Common Stock"). The shares owned by WPGVA and Enterprise may
be deemed to be beneficially owned, within the meaning of Rule
13d-3, by WPGVP, and the shares owned by WPGVAO may be deemed
to be beneficially owned by Advisor. Mr. Greer, the managing
partner of WPGVP and Advisor, may be deemed to be the
beneficial owner of all of the above described shares within
the meaning of Rule 13d-3.
Accordingly, by reason of the provisions of Rule 13d-3, as of
December 31, 1996, Philip Greer may be deemed to own
beneficially 792,308 shares of Common Stock or approximately
8.33% of the outstanding shares, with shared voting and
investment power as to all such shares. Mr. Greer disclaims,
pursuant to Rule 13d-4, beneficial ownership of the shares of
Common Stock owned of record by WPGVA, Enterprise and WPGVAO,
except to the extent of his beneficial interest as a partner
in WPGVP, Advisor or in WPG, a limited partner in WPGVA,
WPGVAO and Enterprise.
This Schedule 13G is not being filed with respect to the share
of Cubist Pharmaceuticals, Inc., which may be owned of record
by any general partner of WPGVP or General Partner of Advisor,
other than Mr. Greer, since no such partner possesses or
shares voting or investment power with respect to the shares.
Each of such general partners disclaims ownership, pursuant to
Rule 13d-3, of the shares of Common Stock owned by the various
parties referred to in this Schedule 13G, other than such
shares as the respective general partner owns of record, or
may be deemed to own by reason of his interest as a partner in
the various partnerships described herein. Each of the
entities described herein as owning shares of Common
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Cusip No. 229678107 13G Page 5 of 6
Stock disclaims, pursuant to Rule 13d-4, beneficial ownership
of such shares as are owned by the other entities described
herein.
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:
Not applicable.
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 the Group:
Not applicable.
Item 10. Certification:
By signing below, Richard S. Pollack, General Counsel of WPG, certifies that, to
the best of his knowledge and belief, securities referred to above as being held
or owned beneficially by Philip Greer 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.
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Cusip No. 229678107 13G Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 11, 1997
PHILIP GREER
By: /s/ Richard S. Pollack
Richard S. Pollack
General Counsel of
Weiss, Peck & Greer, L.L.C.
attorney-in-fact for Philip Greer
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Philip Greer, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Richard S. Pollack his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead to execute, acknowledge, deliver and file
any and all filings required by Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to, Schedules 13D and Schedules 13G,
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 3rd day of January, 1997, by Philip
Greer.
/s/ Philip Greer
Philip Greer
STATE OF NEW YORK )
COUNTY OF NEW YORK )
/s/ Michael E. Singer
Notary Public
MICHAEL E. SINGER
Notary Public, State of New York
No. O2S15043204
Qualified in New York County
Commission Expires May 8, 1997
