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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13d-102)
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(b)
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(AMENDMENT NO. 1)*
ALTUS PHARMACEUTICALS INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE 02216N105
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 2007
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(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)
[X] RULE 13D-1(d)
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*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 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).
Continued on Following Pages
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1 NAME OF REPORTING PERSONS: NOMURA INTERNATIONAL PLC ON BEHALF
OF NOMURA PHASE4 VENTURES LP,
NOMURA PHASE4 GP LIMITED AND
NOMURA PHASE4 VENTURES LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) [_]
(B) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ENGLAND AND WALES
ORGANIZATION:
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5 SOLE VOTING POWER: SHARES OF COMMON STOCK:
1,267,363
WARRANT TO PURCHASE
COMMON STOCK:
NUMBER OF 210,499
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: -0-
OWNED BY
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER: SHARES OF COMMON STOCK:
PERSON WITH 1,267,363
WARRANT TO PURCHASE
COMMON STOCK:
210,499
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8 SHARED DISPOSITIVE POWER: -0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED SHARES OF COMMON STOCK:
BY EACH REPORTING PERSON: 1,267,363
WARRANT TO PURCHASE
COMMON STOCK:
210,499
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.8%
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12 TYPE OF REPORTING PERSON: CO, OO
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ITEM 1. NAME OF ISSUER AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
(a) and (b) This Statement on Schedule 13G (the "Schedule 13G")
relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of
Altus Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The address
of the principal executive offices of the Issuer is 125 Sidney Street,
Cambridge, Massachusetts, 02139.
ITEM 2. NAME OF PERSON FILING
(a) Name of Persons Filing:
See Item 1 on the cover page. See also Schedule I.
(b) Address of Principal Business Office or, if None, Residence:
The principal business office of each of the Reporting Persons
listed in Item 2(a) is as follows:
Nomura House
1 St Martins -le- Grand
London, EC1A 4NP
United Kingdom
(c), (d) and (e) For information with respect to citizenship of each
of the Reporting Persons, title of class of securities and CUSIP number for the
shares held by such persons, see the cover page above.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS:
Not applicable.
ITEM 4. OWNERSHIP
(a) - (c) These responses are as of December 31, 2007. The response
of the Reporting Persons to Items 5 through 11 on the Cover Sheets which relate
to the beneficial ownership of the Common Stock of the Issuer is incorporated
herein by reference. The percentage ownership of each of the Reporting Persons
is based on 30,943,751 shares comprised of 30,733,252 shares of Common Stock
outstanding as of November 1, 2007, as reported by the Issuer in its Form 10-Q
for the period ending September 30, 2007 filed with the Securities and Exchange
Commission on November 7, 2007 and 210,499 shares of Common Stock, not yet
issued, underlying the warrant described on Schedule I.
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 |X|.
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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
See Schedule I.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
(a) Not applicable.
(b) By signing below, the undersigned certifies that, to the best
of his or its 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.
[The remainder of this page intentionally left blank.]
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Date: February 12, 2008
NOMURA INTERNATIONAL PLC
By: /s/ Denise Pollard-Knight
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Name: Denise Pollard-Knight
Title: Managing Director
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SCHEDULE I
This statement is being filed by Nomura International plc ("NI"), a public
limited company incorporated under the laws of England and Wales, and on behalf
of itself and Nomura Phase4 Ventures LP ("NLP"), Nomura Phase4 Ventures GP
Limited ("NGP") and Nomura Phase4 Ventures Limited ("NVL") (collectively, the
"Reporting Persons"). Each of the Reporting Persons has the address of Nomura
House, 1 St Martins-le-Grand, London, EC1A 4NP, United Kingdom. NI owns directly
all of the stock of NVL. NVL owns directly all of the stock of NGP. NGP is the
general partner of NLP.
At the time of the closing of the Issuer's initial public offering on January
31, 2006 (the "IPO"), NI acquired 1,194,236 shares of Common Stock and a warrant
to purchase 100,044 shares of Common Stock and NLP acquired 552,227 shares of
Common Stock and a warrant to purchase 110,455 shares of Common Stock, both
pursuant to a conversion of securities acquired prior to the IPO. During the
period between December 31, 2006 and December 31, 2007 NI sold 170,338 shares of
Common Stock and NLP sold 78,762 shares of Common Stock resulting in the total
present holdings of 1,267,363 shares of Common Stock.
NGP, NLP and NVL each disclaim beneficial ownership of the securities held
directly by NI. NI, NGP and NVL each disclaim beneficial ownership of the
securities held directly by NLP.
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