UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. )
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS NBVM GP, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 8,859,619 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 8,859,619 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
8,859,619 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.64% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 2 of 17 pages
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS NORTH BRIDGE VENTURE MANAGEMENT IV, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 3,643,692 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 3,643,692 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,643,692 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
3.55% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 3 of 17 pages
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS NORTH BRIDGE VENTURE MANAGEMENT V, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 5,215,927 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 5,215,927 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
5,215,927 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.09% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 4 of 17 pages
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS NORTH BRIDGE VENTURE PARTNERS IV A, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,470,806 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,470,806 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,470,806 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
2.41% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 5 of 17 pages
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS NORTH BRIDGE VENTURE PARTNERS IV B, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,172,886 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,172,886 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,172,886 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 6 of 17 pages
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS NORTH BRIDGE VENTURE PARTNERS V A, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 3,499,868 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 3,499,868 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,499,868 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
3.41% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 7 of 17 pages
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS NORTH BRIDGE VENTURE PARTNERS V B, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,716,059 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,716,059 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,716,059 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.67% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 8 of 17 pages
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS EDWARD T. ANDERSON |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 8,859,619 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
8,859,619 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
8,859,619 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.64% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 9 of 17 pages
CUSIP No. |
03739T108 |
1 | NAMES OF REPORTING PERSONS RICHARD A. DAMORE |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 8,859,619 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
8,859,619 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
8,859,619 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.64% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 10 of 17 pages
Item 1(a)
|
Name of Issuer: | |
A123 Systems, Inc. |
Item 1(b)
|
Address of Issuers Principal Executive Offices: | |
Arsenal on the Charles 321 Arsenal Street Watertown, Massachusetts 02472 |
Item 2(a)
|
Name of Person Filing: | |
NBVM GP, LLC (the GP of the GP) | ||
North Bridge Venture Management IV, L.P. (the NBVM IV GP) | ||
North Bridge Venture Management V, L.P. (the NBVM V GP) | ||
North Bridge Venture Partners IV A, L.P. (IV A) | ||
North Bridge Venture Partners IV B, L.P. (IV B) | ||
North Bridge Venture Partners V A, L.P. (VA) | ||
North Bridge Venture Partners V B, L.P. (VB) | ||
Edward T. Anderson (Mr. Anderson) | ||
Richard A. DAmore (Mr. DAmore) |
Item 2(b)
|
Address of Principal Business Office or, if None, Residence: | |
The address of the reporting persons is: | ||
c/o North Bridge Venture Partners | ||
950 Winter Street, Suite 4600 | ||
Waltham, Massachusetts 02451 |
Item 2(c)
|
Citizenship: | |
GP of the GP | Delaware limited liability company | |
NBVM V GP | Delaware limited partnership | |
NBVM IV GP | Delaware limited partnership | |
IV A | Delaware limited partnership | |
IV B | Delaware limited partnership | |
V A | Delaware limited partnership | |
V B | Delaware limited partnership | |
Mr. Anderson | U.S. citizen | |
Mr. DAmore | U.S. citizen |
Item 2(d)
|
Title of Class of Securities: | |
This Schedule 13G
report relates to the Common Stock, par value $0.001 per share (Common Stock), of A123 Systems, Inc. |
Item 2(e)
|
CUSIP Number: | |
03739T108 |
Item 3
|
Description of Person Filing: | |
Not applicable. |
Item 4
|
Ownership: |
(a) | Amount Beneficially Owned: | ||
As of December 31, 2009: (i) IV A was the record holder of 2,470,806 shares of Common Stock (the IV A Shares), (ii) IV B was the record holder of 1,172,886 shares of Common Stock (the IV B Shares, together with the IV A Shares, the IV Record Shares), V A was the record holder of 3,499,868 shares of Common Stock (the V A Shares), V B was the record holder of 1,716,059 shares of Common Stock (the V B Shares, together with the V A Shares, the V Record Shares). |
Page 11 of 17 pages
As the general partner of IV A and IV B, the NBVM IV GP, may be deemed to own beneficially the IV Record Shares. | |||
As the general partner of V A and V B, the NBVM V GP, may be deemed to own beneficially the V Record Shares. | |||
As the general partner of both NBVM IV and NBVM V, the GP of the GP may be deemed to own beneficially the IV and V Record Shares. | |||
Messrs. Anderson and DAmore, as individual managers of the GP of the GP with shared voting and dispositive power over the IV and V Record Shares, may be deemed to beneficially own the IV and V Record Shares. | |||
(b) | Percent of Class: |
GP of the GP |
8.64 | % | ||
NBVM IV GP |
3.55 | % | ||
NBVM V GP |
5.09 | % | ||
IV A |
2.41 | % | ||
IV B |
1.14 | % | ||
V A |
3.41 | % | ||
V B |
1.67 | % | ||
Mr. Anderson |
8.64 | % | ||
Mr. DAmore |
8.64 | % |
(c) | Number of Shares as to which the Person has: |
NUMBER OF SHARES | ||||||||||||||||
Reporting Person | (i) | (ii) | (iii) | (iv) | ||||||||||||
GP of the GP |
8,859,619 | 0 | 8,859,619 | 0 | ||||||||||||
NVBM IV GP |
3,643,692 | 0 | 3,643,692 | 0 | ||||||||||||
NBVM V GP |
5,215,927 | 0 | 5,215,927 | 0 | ||||||||||||
IV A |
2,470,806 | 0 | 2,470,806 | 0 | ||||||||||||
IV B |
1,172,886 | 0 | 1,172,886 | 0 | ||||||||||||
VA |
3,499,868 | 0 | 3,499,868 | 0 | ||||||||||||
VB |
1,716,059 | 0 | 1,716,059 | 0 | ||||||||||||
Edward T. Anderson |
0 | 8,859,619 | 0 | 8,859,619 | ||||||||||||
Richard A. DAmore |
0 | 8,859,619 | 0 | 8,859,619 |
(i) | Sole power to vote or direct the vote | |
(ii) | Shared power to vote or to direct the vote | |
(iii) | Sole power to dispose or to direct the disposition of | |
(iv) | Shared power to dispose or to direct the disposition of |
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 [ ]. |
Page 12 of 17 pages
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: | |
Each of the Reporting Persons expressly disclaims membership in a Group as defined in Rule 13d-1(b)(ii)(J). |
Item 9
|
Notice of Dissolution of Group: | |
Not applicable. |
Item 10
|
Certification: | |
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). |
Page 13 of 17 pages
NBVM GP, LLC | ||||||
By: | /s/ Edward T. Anderson
|
|||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE MANAGEMENT IV, L.P. | ||||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE MANAGEMENT V, L.P. | ||||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE PARTNERS IV A, L.P. | ||||||
By: | North Bridge Venture Management IV, L.P. | |||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE PARTNERS IV B, L.P. | ||||||
By: | North Bridge Venture Management IV, L.P. | |||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE PARTNERS V A, L.P. | ||||||
By: | North Bridge Venture Management V, L.P. | |||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE PARTNERS V B, L.P. | ||||||
By: | North Bridge Venture Management V, L.P. | |||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager |
Page 14 of 17 pages
/s/ Edward T. Anderson
|
||||||
EDWARD T. ANDERSON | ||||||
/s/ Richard A. DAmore | ||||||
RICHARD A. DAMORE |
Page 15 of 17 pages
CUSIP No. |
03739T108 |
NBVM GP, LLC | ||||||
By: | /s/ Edward T. Anderson
|
|||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE MANAGEMENT IV, L.P. | ||||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE MANAGEMENT V, L.P. | ||||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE PARTNERS IV A, L.P. | ||||||
By: | North Bridge Venture Management IV, L.P. | |||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE PARTNERS IV B, L.P. | ||||||
By: | North Bridge Venture Management IV, L.P. | |||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE PARTNERS V A, L.P. | ||||||
By: | North Bridge Venture Management V, L.P. | |||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager | |||||
NORTH BRIDGE VENTURE PARTNERS V B, L.P. | ||||||
By: | North Bridge Venture Management V, L.P. | |||||
By: | NBVM GP, LLC | |||||
By: | /s/ Edward T. Anderson | |||||
Name: | Edward T. Anderson | |||||
Title: | Manager |
Page 16 of 17 pages
CUSIP No. |
03739T108 |
/s/ Edward T. Anderson
|
||||||
EDWARD T. ANDERSON | ||||||
/s/ Richard A. DAmore | ||||||
RICHARD A. DAMORE |
Page 17 of 17 pages