<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Somatix Therapy Corporation
----------------------------------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------------------------------
(Title of Class of Securities)
834447104
-----------------------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement [_] (A fee is
not required only if the reporting 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
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).
Page 1 of 5 Pages
<PAGE>
- ------------------- -----------------
CUSIP No. 834447104 13G Page 2 of 5 Pages
- ------------------- -----------------
- --------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aeneas Venture Corporation
- --------------------------------------------------------------------------
(a) [_]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [_]
- --------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 2,217,069 shares
SHARES ------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY ----
EACH ------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 2,217,069 shares
WITH ------------------------------------------------------
8. SHARED DISPOSITIVE POWER
----
- --------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,217,069 shares
- --------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES*
- --------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5%
- --------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
------------
Amendment No. 2
Item 1(a) Name of Issuer:
Somatix Therapy Corporation
1(b) Address of Issuer's Principal Executive Offices:
1301 Marina Village Parkway
Suite 310
Alameda, CA 94501
Item 2(a) Name of Person Filing:
Aeneas Venture Corporation
2(b) Address of Principal Business Office or, if none,
Residence:
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
834447104
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b):
The entity filing is a wholly-owned subsidiary of the endowment
fund of Harvard University.
Item 4(a) Amount beneficially owned:
2,217,069 shares, which include 25,000 shares that Aeneas Venture
Corporation has an option to purchase, 210,000 shares that
Aeneas Venture Corporation has a warrant to purchase, and 388,343
shares issuable upon conversion of the 62,135 shares of
convertible preferred stock owned by Aeneas Venture Corporation.
4(b) Percent of Class:
9.5%
Page 3 of 5 Pages
<PAGE>
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,217,069 shares
(ii) shared power to vote or to direct the vote:
-----
(iii) sole power to dispose or to direct the disposition of:
2,217,069 shares
(iv) shared power to dispose or to direct the disposition of:
-----
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 Group:
Not Applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its
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
purposes or effect.
Page 4 of 5 Pages
<PAGE>
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
AENEAS VENTURE CORPORATION
By: /s/ Verne O. Sedlacek
--------------------------------------
Name: Verne O. Sedlacek
Title: Authorized Signatory
February 13, 1996
Page 5 of 5 Pages
