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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13D-2(b)
(AMENDMENT NO. 3)*
VIROPHARMA INCORPORATED
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(Name of Issuer)
COMMON
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(Title of Class of Securities)
928241 10 8
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| 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 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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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Sevin Rosen Fund IV L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 748,727
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 6,234
PERSON WITH
7 SOLE DISPOSITIVE POWER
748,727
8 SHARED DISPOSITIVE POWER
6,234
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,961
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
SRB Associates IV L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 748,727
OWNED BY EACH
REPORTING 6 SHARED VOTING POWER
PERSON WITH 6,234
7 SOLE DISPOSITIVE POWER
748,727
8 SHARED DISPOSITIVE POWER
6,234
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,961
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Jon W. Bayless
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 5 SOLE VOTING POWER
SHARES 19,926
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 754,961
PERSON WITH
7 SOLE DISPOSITIVE POWER
19,926
8 SHARED DISPOSITIVE POWER
754,961
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,887
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Stephen M. Dow
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 788,888
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
788,888
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
788,888
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
John V. Jaggers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 5 SOLE VOTING POWER
SHARES 14,980
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 754,961
PERSON WITH
7 SOLE DISPOSITIVE POWER
14,980
8 SHARED DISPOSITIVE POWER
754,961
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,941
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Charles H. Phipps
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 5 SOLE VOTING POWER
SHARES 19,926
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 754,961
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
19,926
8 SHARED DISPOSITIVE POWER
754,961
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,887
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Jennifer Gill Roberts
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,267
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 754,961
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
2,267
8 SHARED DISPOSITIVE POWER
754,961
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
757,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Sevin Rosen Bayless Management Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER
SHARES 6,234
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 748,727
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
6,234
8 SHARED DISPOSITIVE POWER
748,727
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,961
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
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ITEM 1.
(A) NAME OF ISSUER.
ViroPharma Incorporated, a Delaware corporation (the "Issuer").
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The Issuer's principal executive offices are located at 76 Great
Valley Parkway, Malvern, Pennsylvania 19355.
ITEM 2.
(A) NAMES OF PERSONS FILING.
This statement is filed by the following persons: (i) Sevin Rosen
Fund IV L.P. ("SR IV"); (ii) SRB Associates IV L.P. ("SRB IV"); (iii) Jon W.
Bayless ("Bayless"); (iv) Stephen M. Dow ("Dow"); (v) John V. Jaggers
("Jaggers"); (vi) Charles H. Phipps ("Phipps"); (vii) Jennifer Gill Roberts
("Roberts") and (viii) Sevin Rosen Bayless Management Company ("SRBMC").
SRB IV is the general partner of SR IV. Bayless, Dow, Jaggers,
Phipps and Roberts are the general partners of SRB IV and are officers and
directors of SRBMC.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The principal business office of each of SR IV, SRB IV, Bayless,
Jaggers, Phipps and SRBMC is Two Galleria Tower, 13455 Noel Road, Suite 1670,
Dallas, Texas 75240. The principal business office of Dow and Roberts is 169
University Avenue, Palo Alto, California 94301.
(C) CITIZENSHIP.
SR IV and SRB IV are each Delaware limited partnerships. Bayless,
Dow, Jaggers, Phipps and Roberts are each U.S. citizens. SRBMC is a Texas
corporation.
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(D) TITLE OF CLASS OF SECURITIES.
This statement relates to shares of Common Stock, par value $.002
per share (the "Common Stock"), of the Issuer.
(E) CUSIP NUMBER.
928241 10 8
ITEM 3.
This statement is not being filed pursuant to Rule 13d-1(b) or
13d-2(b).
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED.
(i) Each of SR IV, SRB IV and SRBMC beneficially owns
754,961 shares of Common Stock.
(ii) Bayless beneficially owns 774,887 shares of Common
Stock.
(iii) Dow beneficially owns 788,888 shares of Common Stock.
(iv) Jaggers beneficially owns 769,941 shares of Common
Stock.
(v) Phipps beneficially owns 774,887 shares of Common Stock.
(iv) Roberts beneficially owns 757,228 shares of Common
Stock.
(B) PERCENT OF CLASS.(1)
(i) Each of SR IV, SRB IV, Roberts and SRBMC - 6.6%.
(ii) Bayless, Jaggers and Phipps - 6.7%.
(iii) Dow - 6.9%.
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1 According to the most recently available filing with the Securities and
Exchange Commission in which such number is required to be indicated.
11
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(C) POWER TO VOTE OR DIRECT THE VOTE AND DISPOSE OR DIRECT THE
DISPOSITION OF SECURITIES.
(i)(a) Each of SR IV and SRB IV has sole power to vote or
dispose or to direct the vote or disposition of
748,727 shares of Common Stock.
(b) Each of SR IV and SRB IV has shared power to vote or
dispose or to direct the vote or disposition of
6,234 shares of Common Stock.
(ii)(a) SRBMC has sole power to vote or dispose or to direct
the vote or disposition of 6,234 shares of Common
Stock.
(b) SRBMC has shared power to vote or dispose or to
direct the vote or disposition of 748,727 shares
of Common Stock.
(iii)(a) Dow has sole power to vote or dispose or to direct
the vote or disposition of no shares of Common
Stock.
(b) Dow has shared power to vote or dispose or to
direct the vote or disposition of 788,888 shares
of Common Stock.
(iv) Each of Bayless, Jaggers, Phipps and Roberts
have shared power to vote or dispose or to direct the
vote or disposition of 754,961 shares of Common
Stock.
(v) Bayless has sole power to vote or dispose or to
direct the vote or disposition of 19,926 shares of
Common Stock.
(vi) Jaggers has sole power to vote or dispose or to
direct the vote or disposition of 14,980 shares of
Common Stock.
12
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(vi) Phipps has sole power to vote or dispose or to direct
the vote or disposition of 19,926 shares of Common
Stock.
(vii) Roberts has sole power to vote or dispose or to
direct the vote or disposition of 2,267 shares of
Common Stock.
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 [ ]
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.
Not applicable.
13
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SIGNATURES/SIGNED IN COUNTERPART
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
SEVIN ROSEN FUND IV L.P.
By: SRB Associates IV L.P.,
General Partner
Dated: March 2, 1999 By: /s/ John V. Jaggers
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John V. Jaggers, a General Partner
SRB ASSOCIATES IV L.P.
Dated: March 2, 1999 By: /s/ John V. Jaggers
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John V. Jaggers, a General Partner
Dated: March 2, 1999 /s/ John V. Jaggers
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Jon W. Bayless, by John V. Jaggers,
Attorney-in-Fact
Dated: March 2, 1999 /s/ John V. Jaggers
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Stephen M. Dow, by John V. Jaggers,
Attorney-in-Fact
Dated: March 2, 1999 /s/ John V. Jaggers
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John V. Jaggers
Dated: March 2, 1999 /s/ John V. Jaggers
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Charles H. Phipps, by John V. Jaggers,
Attorney-in-Fact
Dated: March 2, 1999 /s/ John V. Jaggers
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Jennifer Gill Roberts,
by John V. Jaggers, Attorney-in-Fact
SEVIN ROSEN BAYLESS MANAGEMENT COMPANY
Dated: March 2, 1999 By: /s/ John V. Jaggers
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Title: Vice President
14
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EXHIBIT INDEX
EXHIBIT
99.1 Joint Filing Agreement.
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THIS DOCUMENT HAS BEEN SIGNED IN COUNTERPART
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including amendments thereto) with respect
to the common stock of Viropharma Incorporated, and further agree that this
Joint Filing Agreement be included as an exhibit to such joint filings. In
evidence thereof each of the undersigned, being duly authorized, hereby execute
this Agreement on the date set forth opposite its or his name.
SEVIN ROSEN FUND IV L.P.
By: SRB Associates IV L.P.,
General Partner
Dated: March 2, 1999 By:/s/ John V. Jaggers
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John V. Jaggers, a General Partner
SRB ASSOCIATES IV L.P.
Dated: March 2, 1999 By: /s/ John V. Jaggers
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John V. Jaggers, a General Partner
Dated: March 2, 1999 /s/ John V. Jaggers
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Jon W. Bayless, by John V. Jaggers,
Attorney-in-Fact
Dated: March 2, 1999 /s/ John V. Jaggers
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Stephen M. Dow, by John V. Jaggers,
Attorney-in-Fact
Dated: March 2, 1999 /s/ John V. Jaggers
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John V. Jaggers
Dated: March 2, 1999 /s/ John V. Jaggers
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Charles H. Phipps,
by John V. Jaggers, Attorney-in-Fact
Dated: March 2, 1999 /s/ John V. Jaggers
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Jennifer Gill Roberts,
by John V. Jaggers, Attorney-in-Fact
SEVIN ROSEN BAYLESS MANAGEMENT COMPANY
Dated: March 2, 1999 By: /s/ John V. Jaggers
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Title: Vice President
