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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Geron Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
374163103
--------------
(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).
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CUSIP No. 374163103 13G Page 2 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
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
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 14 pages
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CUSIP No. 374163103 13G Page 3 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
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
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 14 pages
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CUSIP No. 374163103 13G Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark W. Bailey
###-##-####
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
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
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 14 pages
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CUSIP No. 374163103 13G Page 5 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
28,757
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
28,757
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
0.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 14 pages
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CUSIP No. 374163103 13G Page 6 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
10,665
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
10,665
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,665
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 14 pages
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CUSIP No. 374163103 13G Page 7 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
45,451
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
45,451
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,451
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 14 pages
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CUSIP No. 374163103 13G Page 8 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
34,674
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
34,674
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,674
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 14 pages
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CUSIP No. 374163103 13G Page 9 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
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
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 14 pages
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CUSIP No. 374163103 13G Page 10 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,679
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,679
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,679
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 10 of 14 pages
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CUSIP No. 374163103 13G Page 11 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
26,969
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
26,969
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,969
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 11 of 14 pages
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Introduction: This Amendment No. 1 amends a Statement on Schedule 13G (the
"Schedule") filed with the Securities and Exchange Commission on February 14,
1997 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, Mark W. Bailey,
Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney,
Kimberley A. Rummelsburg and Anthony Sun in respect of shares of Common Stock of
Geron Corporation.
The Schedule is amended as follows:
Item 1(a) Name of Issuer
Geron Corporation
Item 1(b) Address of Issuer's Principal Executive Offices
200 Constitution Drive
Menlo Park, CA 94025
Item 2(a) Name of Person Filing
Venrock Associates ("Venrock")
Venrock Associates II, L.P. ("Venrock II")
Mark W. Bailey
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. Mark W. Bailey, 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.
Item 4 Ownership
(a) and (b)
Venrock beneficially owns no shares or 0% of the outstanding
shares of common stock. Venrock II beneficially owns no shares
or 0% of the outstanding shares of common stock.
Page 12 of 14 Pages
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Mark W. Bailey beneficially owns no shares or 0% of the
outstanding shares of common stock. Anthony B. Evnin
beneficially owns 28,757 shares or 0.3% of the outstanding
shares of common stock. David R. Hathaway beneficially owns
10,665 shares or 0.1% of the outstanding shares of common
stock. Patrick F. Latterell beneficially owns 45,451 shares or
0.4% of the outstanding shares of common stock, including
11,764 shares of common stock through options which have
vested. Ted H. McCourtney beneficially owns 34,674 shares or
0.3% of the outstanding shares of common stock. Ray A.
Rothrock beneficially owns no shares or 0% of the outstanding
shares of common stock. Kimberley A. Rummelsburg beneficially
owns 3,679 shares or 0.03% of the outstanding shares of common
stock. Anthony Sun beneficially owns 26,969 shares or 0.3% of
the outstanding shares of common stock.
(c)
Mark W. Bailey has sole voting and dispositive power over no
shares of common stock. Mark W. Bailey has shared voting and
dispositive power over no shares of common stock. Anthony B.
Evnin has sole voting and dispositive power over 28,757 shares
of common stock. Anthony B. Evnin has shared voting and
dispositive power over no shares of common stock. David R.
Hathaway has sole voting and dispositive power over 10,665
shares of common stock. David R. Hathaway has shared voting
and dispositive power over no shares of common stock. Patrick
F. Latterell has sole voting and dispositive power over 45,451
shares of common stock, including 11,764 shares of common
stock through options which have vested. Patrick F. Latterell
has shared voting and dispositive power over no shares of
common stock. Ted H. McCourtney has sole voting and
dispositive power over 34,674 shares of common stock. Ted H.
McCourtney has shared voting and dispositive power over no
shares of common stock. Ray A. Rothrock has sole voting and
dispositive power over no shares of common stock. Ray A.
Rothrock has shared voting and dispositive power over no
shares of common stock. Kimberley A. Rummelsburg has sole
voting and dispositive power over no shares of common stock.
Kimberley A. Rummelsburg has shared voting and dispositive
power over 3,679 shares of common stock. Anthony Sun has sole
voting and dispositive power over no shares of common stock.
Anthony Sun has shared voting and dispositive power over
26,969 shares of common stock.
Item 5 Ownership of Five Percent or Less of a Class
This Amendment No. 1 to the Schedule is being filed to report
the fact that each of the reporting persons has ceased to be
the beneficial owner of more than five percent of the
outstanding shares of common stock.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person
No person, other than the General Partners of Venrock and
Venrock II, 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 14 Pages
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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, 1998 VENROCK ASSOCIATES
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 13, 1998 VENROCK ASSOCIATES II, L.P.
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 13, 1998 GENERAL PARTNERS
/s/Mark W. Bailey
-----------------------------
Mark W. Bailey
/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 14 of 14 Pages
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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 13, 1998 VENROCK ASSOCIATES
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 13, 1998 VENROCK ASSOCIATES II, L.P.
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 13, 1998 GENERAL PARTNERS
/s/Mark W. Bailey
-----------------------------
Mark W. Bailey
/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
