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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 5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
None
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 0
OWNED BY EACH
REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
None
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 49,180
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 0
PERSON WITH
7 SOLE DISPOSITIVE POWER
49,180
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,180
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.3%
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 63,181
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
63,181
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,181
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.4%
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 33,889
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 0
PERSON WITH
7 SOLE DISPOSITIVE POWER
33,889
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,889
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.2%
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 49,180
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
49,180
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,180
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.3%
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 0
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
2,267
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,267
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
less than .1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
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ITEM 1.
(a) Name of Issuer.
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ViroPharma Incorporated, a Delaware corporation (the "Issuer").
(b) Address of Issuer's Principal Executive Offices.
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The Issuer's principal executive offices are located at 76
Great Valley Parkway, Malvern, Pennsylvania 19355.
ITEM 2.
(a) Names of Persons Filing.
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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"); and (vii) Jennifer Gill Roberts
("Roberts").
SRB IV is the general partner of SR IV. Bayless, Dow, Jaggers,
Phipps and Roberts are the general partners of SRB IV.
(b) Address of Principal Business Office.
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The principal business office of each of SR IV, SRB IV,
Bayless, Jaggers and Phipps 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.
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SR IV and SRB IV are each Delaware limited partnerships.
Bayless, Dow, Jaggers, Phipps and Roberts are each U.S. citizens.
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(d) Title of Class of Securities.
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This statement relates to shares of Common Stock, par value
$.002 per share (the "Common Stock"), of the Issuer.
(e) CUSIP Number.
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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.
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(i) SR IV, SRB IV and Roberts beneficially own
no shares of Common Stock.
(ii) Bayless and Phipps beneficially own 49,180
shares of Common Stock.
(iii) Dow beneficially owns 63,181 shares of
Common Stock.
(iv) Jaggers beneficially owns 33,889 shares of
Common Stock.
(v) Roberts beneficially owns 2,267 shares of
Common Stock.
(b) Percent of Class.(1)
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(i) Each of SR IV and SRB IV - None
(ii) Each of Bayless and Phipps - .3%
(iii) Dow - .4%
(iv) Jaggers - .2%
(v) Roberts - less than .1%
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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.
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(c) Power to vote or direct the vote and dispose or
direct the disposition of securities.
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(i)(a) Each of SR IV and SRB IV has sole power
to vote or dispose or to direct the vote
or disposition of no shares of Common
Stock.
(b) Each of SR IV, SRB IV, Bayless, Jaggers,
Phipps and Roberts has shared power to
vote or dispose or to direct the vote or
disposition of no shares of Common Stock.
(ii) Dow has shared power to vote or dispose
or to direct the vote or disposition of
63,181 shares of Common Stock.
(iii) Bayless has sole power to vote or dispose
or to direct the vote or disposition of
49,180 shares of Common Stock.
(iv) Dow has sole power to vote or dispose or
to direct the vote or disposition of no
shares of Common Stock.
(v) Jaggers has sole power to vote or dispose
or to direct the vote or disposition of
33,889 shares of Common Stock.
(vi) Phipps has sole power to vote or dispose
or to direct the vote or disposition of
49,180 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.
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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.
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.
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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: February 14, 2000 By: /s/ John V. Jaggers
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John V. Jaggers, a General Partner
SRB ASSOCIATES IV L.P.
Dated: February 14, 2000 By: /s/ John V. Jaggers
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John V. Jaggers, a General Partner
Dated: February 14, 2000 /s/ John V. Jaggers
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Jon W. Bayless, by John V. Jaggers,
Attorney-in-Fact
Dated: February 14, 2000 /s/ John V. Jaggers
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Stephen M. Dow, by John V. Jaggers,
Attorney-in-Fact
Dated: February 14, 2000 /s/ John V. Jaggers
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John V. Jaggers
Dated: February 14, 2000 /s/ John V. Jaggers
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Charles H. Phipps, by John V. Jaggers,
Attorney-in-Fact
Dated: February 14, 2000 /s/ John V. Jaggers
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Jennifer Gill Roberts,
by John V. Jaggers, Attorney-in-Fact
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