UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Geron Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
374163 10 3
(CUSIP Number)
* 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).
<PAGE>
CUSIP No. 374163 10 3 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CW Ventures II, 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
New York limited partnership
5 SOLE VOTING POWER
NUMBER OF
SHARES 440,420 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0* shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
440,420 shares
8 SHARED DISPOSITIVE POWER
0* shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,420 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON
PN
*CW Ventures II, L.P. ("CW") may be deemed to share voting and dispositive
power over the 309,159 shares of common stock and 8,224 options to purchase
shares of common stock held by, respectively, CW R&DII (financial) L.P. and
Charles Hartman, who are affiliates of CW. CW disclaims beneficial ownership
of
these shares.<PAGE>
CUSIP No. 374163 10 3 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CW R&D II (Financial) 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 limited partnership
5 SOLE VOTING POWER
NUMBER OF
SHARES 309,159 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0* shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
309,159 shares
8 SHARED DISPOSITIVE POWER
0* shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,159 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON
PN
*CW R&D II (Financial) L.P. ("R&D") may be deemed to share voting and
dispositive power over the 440,420 shares of common stock and 8,224 options
to purchase shares of common stock held by, respectively, CW R&DII
(financial) L.P. and Charles Hartman, who are affiliates of R&D. R&D
disclaims
beneficial ownership of these shares.
<PAGE>
CUSIP No. 374163 10 3 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Hartman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF
SHARES 8,224 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0* shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
8,224 shares
8 SHARED DISPOSITIVE POWER
0* shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,224 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.1%
12 TYPE OF REPORTING PERSON
IN
*MR. Hartman may be deemed to share voting and dispositive power over the
440,420 and 309,159 shares of common stock held by, respectively, CW Ventures
II, L.P. and CW R&DII (financial) L.P., who are affiliates of Mr. Hartman.
Mr. Hartman disclaims beneficial ownership of these shares.
<PAGE>
Item 1(a) Name of Issuer:
Geron Corporation (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
200 Constitution Drive
Menlo Park, California 94025
Item 2(a) Name of Person Filing:
This Statement is filed by CW Ventures II, L.P. (the
"Reporting Person").
CW R&D II (Financial) L.P. ("R&D") and Charles Hartman are
affiliates of the Reporting Person. See attached Exhibit A.
Item 2(b) Address of Principal Business Office, or
if none, Residence:
The address of the principal business office of the Reporting
Person is 1041 Third Avenue, New York, New York 10021.
The address of the principal business office of R&D is 1041
Third Avenue, New York, New York 10021.
The address of the principal business office of Mr. Hartman is
1041 Third Avenue, New York, New York 10021.
Item 2(c) Citizenship:
The Reporting Person is a New York limited partnership.
R&D is a Delaware limited partnership.
Mr. Hartman is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value per share ("Common Stock")
Item 2(e) CUSIP Number:
374163 10 3
Item 3 Description of Person Filing:
Not applicable.
Item 4 Ownership:
The following information with respect to ownership of Common
Stock of the Company by the Reporting Person, R&D and Mr.
Hartman is provided as of December 31, 1996, the last day of
the year covered by this Statement.
(a) Amount beneficially owned:
See Row 9 of the cover pages. The amount for Mr.
Hartman reflects options to purchase 8,224 shares of
Common Stock of the Company that are exercisable
within sixty days.
(b) Percent of Class:
See Row 11 of the cover pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover pages.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover pages.
(iii)Sole power to dispose or direct the disposition of:
See Row 7 of the cover pages.
(iv) Shared power to dispose or direct the disposition
of:
See Row 8 of the cover pages.
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:
To the best knowledge of the Reporting Person, R&D and Mr.
Hartman, no person other than the Reporting Person has the
right to receive or the power to direct the receipt of
dividends
from, or the proceeds from the sale of, the Common Stock owned
by the Reporting Person.
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:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
CW VENTURES II, L.P.
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
CW R&D II (Financial) L.P.
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
/s/ Charles M. Hartman
Charles Hartman
<PAGE>
Exhibit A
SCHEDULE 13G-TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(f)(1)
The undersigned persons on this 13th day of February, 1997, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with the beneficial ownership of the common stock of Geron
Corporation at December 31, 1996.
CW VENTURES II, L.P.
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
CW R&D II (Financial) L.P.
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
/s/ Charles M. Hartman
Charles M. Hartman
