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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)*
Metra Biosystems Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
591591102
--------------------------------------------
(CUSIP Number)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/X/ Rule 13d-1 (b)
/ / 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
Page 1 of 5 pages
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CUSIP No. 591591102
1. Names of Reporting Persons. WEISS, PECK & GREER, L.L.C.
I.R.S. Identification Nos. of above persons
(entities only). 13-2649199
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization DELAWARE
Number of 5. Sole Voting Power 0
Shares Bene-
ficially owned 6. Shared Voting Power 926,290
by Each
Reporting 7. Sole Dispositive Power 0
Person With:
8. Shared Dispositive Power 926,290
9. Aggregate Amount Beneficially Owned by Each
Reporting Person 926,290
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) /X/
11. Percent of Class Represented by Amount in Row (11) 7.30%
12. Type of Reporting Person (See Instructions)
BD, IA
Page 2 of 5 pages
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Cusip No. 591591102 Page 3 of 5
Item 1(a). Name of Issuer: Metra Biosystems Inc.
Item 1(b). Address of Issuer's Principal Executive Office:
265 North Whisman Road
Mountain View, CA 94043-3911
Item 2(a). Name of Person Filing: Weiss, Peck & Greer, L.L.C. ("WPG")
Item 2(b). Address of Principal Business Office, or if None, Residence:
One New York Plaza
New York, NY 10004
Item 2(c). Citizenship: WPG is a limited liability company, organized
under the laws of the State of Delaware
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 591591102
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
(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. Ownership:
(a) Amount Beneficially Owned: 926,290 as of
December 31, 1998.
(b) Percent of Class: 7.30%
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Cusip No. 591591102 Page 4 of 5
(c) Number of shares as to which such person has:
(i) sole power to vote: -0-
(ii) shared power to vote or to direct
the vote: 926,290
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of: 926,290
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:
This Statement on Schedule 13G ("Schedule 13G") is filed by WPG, a Delaware
limited liability company which is registered as a broker-dealer under Section
15 of the Act, and as an investment adviser under Section 203 of the Investment
Advisers Act of 1940, as amended.
This Schedule 13G is being filed with respect to 926,290 shares of common stock
of Metra Biosystems Inc. (the "Common Stock") held by WPG at December 31, 1998
for the discretionary accounts of certain clients. By reason of Rule 13d-3 under
the Act, WPG may be deemed to be a "beneficial owner" of such Common Stock. WPG
expressly disclaims beneficial ownership of the Common Stock. Each client has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such Common Stock purchased for his account. To
the knowledge of WPG, no person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such Common
Stock which represents more than 5% of the outstanding shares of the Common
Stock referred to in Item 4(b) hereof.
This Schedule 13G is not being filed with respect to the shares of Common Stock
which may be owned by managing directors of WPG, or by their respective spouses,
or as custodian or trustee for their respective family members or by their
respective family foundations, since WPG does not possess or share voting or
investment power with respect to such Common Stock. Each of such managing
director disclaims, pursuant to Rule 13d-4, that he or she is the beneficial
owner, within the meaning of 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 managing director owns of record.
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.
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Cusip No. 591591102 Page 5 of 5
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 WPG 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 his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 1999
WEISS, PECK & GREER, L.L.C.
By: /s/ Richard S. Pollack
----------------------
Richard S. Pollack
General Counsel
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
