Achaogen
Achaogen Inc (Form: SC 13G, Received: 07/26/2017 16:45:13)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

ACHAOGEN, INC.
(Name of Issuer)

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

004449104
(CUSIP Number)

July 25, 2017
(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 on 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 1 of 11



 
CUSIP No. 004449104           
 
 
13G
 
 
Page  2  of 11  Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Asset Management, 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
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
2,229,700 (a) (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,229,700 (a) (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,229,700 (a) (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5% (a) (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 11

 
CUSIP No. 004449104           
 
 
13G
 
 
Page   3    of   11  Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Capital Advisors, Inc.
 
 
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
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
2,229,700 (a) (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,229,700 (a) (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,229,700 (a) (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5% (a) (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
CO
 
*SEE INSTRUCTION BEFORE FILLING OUT
Page 3 of 11

 
CUSIP No. 004449104           
 
 
13G
 
 
Page   4    of   11  Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Cubist Systematic Strategies, LLC
 
 
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
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
73 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
73 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
73 (see Item 4)
 
 
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 0.1% (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
OO
 
*SEE INSTRUCTION BEFORE FILLING OUT
Page 4 of 11

 
CUSIP No. 004449104           
 
 
13G
 
 
Page   5    of   11  Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Asia (Hong Kong) Limited
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Hong Kong
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
392 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
392 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
392 (see Item 4)
 
 
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 0.1% (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
OO
 
*SEE INSTRUCTION BEFORE FILLING OUT
Page 5 of 11

 
CUSIP No. 004449104           
 
 
13G
 
 
Page   6    of   11  Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven A. Cohen
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
2,230,165 (a) (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,230,165 (a) (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,230,165 (a) (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5% (a) (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTION BEFORE FILLING OUT
Page 6 of 11



Item 1(a)
Name of Issuer :
   
 
Achaogen, Inc.
   
Item 1(b)
Address of Issuer's Principal Executive Offices :
   
 
1 Tower Place, Suite 300, South San Francisco, CA 94080
   
Item 2(a)
Name of Person Filing :
   
 
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of common stock, par value $0.001 per share (“Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to Shares held by certain investment funds it manages; (iv) Point72 Asia (Hong Kong) Limited (“Point72 Asia (Hong Kong)”) with respect to Shares held by certain investment funds it manages; and (v) Steven A. Cohen with respect to Shares beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Point72 Asia (Hong Kong).
   
 
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, Point72 Asia (Hong Kong), and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
   
Item 2(b)
 
Address or Principal Business Office :
 
 
The address of the principal business office of (i) Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; (ii) Cubist Systematic Strategies is 330 Madison Avenue, New York, NY 10173; and (iii) Point72 Asia (Hong Kong) is 17 th Floor, York House, The Landmark, 15 Queen’s Road Central, Hong Kong.
   
Item 2(c)
Citizenship :
   
 
Point72 Asset Management is a Delaware limited partnership.  Point72 Capital Advisors Inc. is a Delaware corporation.  Cubist Systematic Strategies is a Delaware limited liability company.  Point72 Asia (Hong Kong) is a Hong Kong limited liability company.   Mr. Cohen is a United States citizen.
   
   
   
   
 
Page 7 of 11

Item 2(d)
Title of Class of Securities :
   
 
Common Stock, par value $0.001 per share
   
Item 2(e)
CUSIP Number :
   
 
004449104
   
Item 3
Not Applicable
   
Item 4
Ownership :
   
 
The percentages used herein are calculated based upon the Shares issued and outstanding immediately following the Issuer’s public offering of Shares as described in the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission on May 25, 2017.
   
 
As of the close of business on July 25, 2017:
   
 
1.  Point72 Asset Management, L.P.
 
(a) Amount beneficially owned: 2,229,700 (a)
 
(b) Percent of class: 5.5% (a)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 2,229,700 (a)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 2,229,700 (a)
   
 
2.  Point72 Capital Advisors, Inc.
 
(a) Amount beneficially owned: 2,229,700 (a)
 
(b) Percent of class: 5.5% (a)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 2,229,700 (a)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 2,229,700 (a)
   
 
3.  Cubist Systematic Strategies, LLC
 
(a) Amount beneficially owned: 73
 
(b) Percent of class: less than 0.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 73
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 73
   
 
4.  Point72 Asia (Hong Kong) Limited
 
(a) Amount beneficially owned: 392
 
(b) Percent of class: less than 0.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 392
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 392
   
   
 
Page 8 of 11

 
5. Steven A. Cohen
 
(a) Amount beneficially owned: 2,230,165 (a)
 
(b) Percent of class: 5.5% (a)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 2,230,165 (a)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 2,230,165 (a)
   
 
(a)
Includes 100,000 Shares subject to call options held by an investment fund managed by Point72 Asset Management.
   
 
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, Point72 Asia (Hong Kong), and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.  Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Pursuant to an investment management agreement, Point72 Asia (Hong Kong) maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Mr. Cohen controls each of Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Point72 Asia (Hong Kong). By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen may be deemed to beneficially own 2,229,700 (a) Shares (constituting approximately 5.5% (a) of the Shares outstanding); (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially own 73 Shares (constituting less than 0.1% of the Shares outstanding); and (iii) Point72 Asia (Hong Kong) and Mr. Cohen may be deemed to beneficially own 392 Shares (constituting less than 0.1% of the Shares outstanding).  Each of Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, Point72 Asia (Hong Kong), and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
   
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 :
   
 
Not Applicable
   
 
Page 9 of 11

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 :

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 10 of 11

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.

Dated: July 26, 2017

POINT72 ASSET MANAGEMENT, L.P.

By:  /s/ Kevin J. O’Connor                  
Name:  Kevin J. O’Connor
Title:  Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By:  /s/ Kevin J. O’Connor                  
Name:  Kevin J. O’Connor
Title:  Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC

By:  /s/ Kevin J. O’Connor                  
Name:  Kevin J. O’Connor
Title:  Authorized Person
POINT72 ASIA (HONG KONG) LIMITED

By:  /s/ Kevin J. O’Connor                  
Name:  Kevin J. O’Connor
Title:  Authorized Person
STEVEN A. COHEN

By:  /s/ Kevin J. O’Connor                  
Name:  Kevin J. O’Connor
Title:  Authorized Person

Page 11 of 11

Exhibit 99.1
JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Dated:  July 26, 2017

POINT72 ASSET MANAGEMENT, L.P.

By:    /s/ Kevin J. O'Connor                   
Name:  Kevin J. O’Connor
Title:  Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By:    /s/ Kevin J. O'Connor                   
Name:  Kevin J. O’Connor
Title:  Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC

By:    /s/ Kevin J. O'Connor                   
Name:  Kevin J. O’Connor
Title:  Authorized Person
POINT72 ASIA (HONG KONG) LIMITED

By:    /s/ Kevin J. O'Connor                   
Name:  Kevin J. O’Connor
Title:  Authorized Person
STEVEN A. COHEN

By:    /s/ Kevin J. O'Connor                   
Name:  Kevin J. O’Connor
Title:  Authorized Person