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Previous: COLLABORATIVE CLINICAL RESEARCH INC, SC 13G, 1997-02-14 |
Next: GERON CORPORATION, SC 13G, 1997-02-14 |
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Geron Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
374163103
(CUSIP Number)
Check the following box if a fee is being paid with the statement | |. (A fee is
not required only if the filing 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 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. 374163103 13G Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venrock Associates
I.R.S. #13-6300995
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 578,673
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
578,673
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,673
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.78%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venrock Associates II, L.P.
I.R.S. #13-3844754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 259,555
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
259,555
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,555
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.59%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 4 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter O. Crisp
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 838,228
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
838,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
838,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.37%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 5 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony B. Evnin
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 838,228
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
838,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
838,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.37%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 6 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David R. Hathaway
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 838,228
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
838,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
838,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.37%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 7 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick F. Latterell
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 7,352
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 838,228
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 7,352
WITH
8 SHARED DISPOSITIVE POWER
838,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
845,580
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.44%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 8 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ted H. McCourtney
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 838,228
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
838,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
828,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.37%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 9 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ray A. Rothrock
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 838,228
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
838,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
838,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.37%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 10 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kimberley A. Rummelsburg
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 838,228
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
838,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
838,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.37%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 10 of 15 pages
<PAGE>
CUSIP No. 374163103 13G Page 11 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Sun
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 838,228
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
838,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
838,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.37%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 11 of 15 pages
<PAGE>
Introductory Note: This Statement on Schedule 13G is filed on
behalf of Venrock Associates, a limited partnership organized under the laws of
the State of New York, Venrock Associates II, L.P., a limited partnership
organized under the laws of the State of New York, Peter O. Crisp, Anthony B.
Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A.
Rothrock, Kimberley A. Rummelsburg and Anthony Sun in respect of shares of
Common Stock of Geron Corporation.
Item 1(a) Name of Issuer
Geron Corporation
Item 1(b) Address of Issuer's Principal Executive Offices
200 Constitution Drive
Menlo Park, California 94025
Item 2(a) Name of Person Filing
Venrock Associates ("Venrock")
Venrock Associates II, L.P. ("Venrock II")
Peter O. Crisp
Anthony B. Evnin
David R. Hathaway
Patrick F. Latterell
Ted H. McCourtney
Ray A. Rothrock
Kimberley A. Rummelsburg
Anthony Sun
Item 2(b) Address of Principal Business Office or, if none, Residence
30 Rockefeller Plaza
Room 5508
New York, New York 10112
Item 2(c) Citizenship
Venrock and Venrock II are limited partnerships organized in
the State of New York. Peter O. Crisp, Anthony B. Evnin, David
R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A.
Rothrock, Kimberley A. Rummelsburg and Anthony Sun are General
Partners of Venrock and Venrock II and all are citizens of the
United States of America.
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
374163103
Item 3 Not applicable.
Page 12 of 15 pages
<PAGE>
Item 4 Ownership
(a) and (b)
Venrock owns 578,673 shares or 5.78% of the outstanding shares
of common stock. Venrock II owns 259,555 shares or 2.59% of
the outstanding shares of common stock.
All eight General Partners disclaim beneficial ownership of
the 838,228 shares owned collectively by Venrock and Venrock
II except as to the percentage of their respective pro-rata
shares. Patrick F. Latterell beneficially owns 7,352 shares or
0.07% of the outstanding shares of common stock through
options that have vested.
(c)
The eight General Partners have shared voting and shared
dispositive powers with respect to the 838,228 shares
collectively owned by Venrock and Venrock II. Except for
Patrick F. Latterell, who has sole voting and sole dispositive
power over 7,352 shares of common stock through options that
have vested, none of the General Partners have sole voting or
sole dispositive power over the shares.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable.
Item 6 Ownership of More than Five Percent of Behalf of Another
Person
No person, other than the General Partners of Venrock and
Venrock, has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the shares of common stock owned by Venrock and Venrock II.
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
- -
This schedule is being filed pursuant to Rule 13d-1(c). The
identities of the eight General Partners of Venrock and
Venrock II are stated in Item 2.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certification
Not applicable.
Page 13 of 15 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement in true,
complete and correct.
February 14, 1997 VENROCK ASSOCIATES
By: /s/ Ted H. McCourtney
-------------------------------
Ted H. McCourtney
General Partner
February 14, 1997 VENROCK ASSOCIATES II, L.P.
By: /s/ Ted H. McCourtney
-------------------------------
Ted H. McCourtney
General Partner
February 14, 1997 GENERAL PARTNERS
/s/ Peter O. Crisp
-------------------------------
Peter O. Crisp
/s/ Anthony B. Evnin
-------------------------------
Anthony B. Evnin
/s/ David R. Hathaway
-------------------------------
David R. Hathaway
/s/ Patrick F. Latterell
-------------------------------
Patrick F. Latterell
/s/ Ted H. McCourtney
-------------------------------
Ted H. McCourtney
/s/ Ray A. Rothrock
-------------------------------
Ray A. Rothrock
/s/ Kimberley A. Rummelsburg
-------------------------------
Kimberley A. Rummelsburg
/s/ Anthony Sun
-------------------------------
Anthony Sun
<PAGE>
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(f) promulgated pursuant to the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
attached Schedule 13G is being filed on behalf of each of the undersigned.
February 14, 1997 VENROCK ASSOCIATES
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 14, 1997 VENROCK ASSOCIATES II, L.P.
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 14, 1997 GENERAL PARTNERS
/s/ Peter O. Crisp
----------------------------
Peter O. Crisp
/s/ Anthony B. Evnin
----------------------------
Anthony B. Evnin
/s/ David R. Hathaway
----------------------------
David R. Hathaway
/s/ Patrick F. Latterell
-----------------------------
Patrick F. Latterell
/s/ Ted H. McCourtney
-----------------------------
Ted H. McCourtney
/s/ Ray A. Rothrock
-----------------------------
Ray A. Rothrock
/s/ Kimberley A. Rummelsburg
-----------------------------
Kimberley A. Rummelsburg
/s/ Anthony Sun
-----------------------------
Anthony Sun
|
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