UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
PSIVIDA
CORP.
(Name of
Issuer)
Common
Stock, $0.001 par value
(Title of Class of Securities)
74440J101
(CUSIP Number)
April
6, 2010
(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)
|
|
[X]
|
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 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. 74440J101
|
13G
|
Page
2 of 7
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Management, LLC
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
(a)
o
|
||||
|
(b)
o
|
||||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of
Organization Massachusetts
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power 947,930
|
||
|
6.
|
Shared
Voting
Power 0
|
|||
|
7.
|
Sole
Dispositive
Power 947,930
|
|||
|
8.
|
Shared
Dispositive
Power 0
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
947,930
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9)
Excludes o Certain
Shares (See Instructions) |
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.1%
|
|||
|
12.
|
Type
of Reporting Person (See Instructions)
IA
|
|||
|
CUSIP
No. 74440J101
|
13G
|
Page
3 of 7
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Peter
Kolchinsky
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
(a)
o
|
||||
|
(b)
o
|
||||
|
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 947,930
|
||
|
6.
|
Shared
Voting
Power 0
|
|||
|
7.
|
Sole
Dispositive
Power 947,930
|
|||
|
8.
|
Shared
Dispositive
Power 0
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
947,930
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9)
Excludes o Certain
Shares (See Instructions) |
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.1%
|
|||
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|||
|
CUSIP
No. 74440J101
|
13G
|
Page
4 of 7
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Healthcare Fund, L.P.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
(a)
o
|
||||
|
(b)
o
|
||||
|
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 549,927
|
||
|
6.
|
Shared
Voting
Power 0
|
|||
|
7.
|
Sole
Dispositive
Power 549,927
|
|||
|
8.
|
Shared
Dispositive
Power 0
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
549,927
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9)
Excludes o
Certain
Shares (See Instructions)
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.0%
|
|||
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|||
|
CUSIP
No. 74440J101
|
|
Page 5 of 7
Pages
|
Item
1.
(a) Name of Issuer: pSivida Corp.
(the “Issuer”).
(b) Address of the Issuer’s Principal
Executive Offices: 400 Pleasant Street, Watertown, MA 02472.
Item
2.
(a) Name of Person Filing: This
joint statement on Schedule 13G is being filed by Peter Kolchinsky, RA Capital
Management, LLC, and RA Capital Healthcare Fund, L.P., who are collectively
referred to herein as the “Reporting Persons.” Mr. Kolchinsky (the
“Manager”) is the manager of RA Capital Management, LLC (“Capital”), which is
the investment adviser and sole general partner of RA Capital Healthcare Fund,
L.P. (“Fund”) and serves as the investment adviser to an account owned by a
separate investment vehicle. The Reporting Persons have entered into
a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed
with this Schedule 13G as Exhibit 1 (which is
incorporated herein by reference), pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(k) under the Act.
(b) Address of Principal Business
Office: The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 20 Park Plaza, Suite 905,
Boston, MA 02116.
(c) Citizenship: Capital
is a Massachusetts limited liability company. The Fund is a Delaware
limited partnership. The Manager is a United States
citizen.
(d) Title and Class of
Securities: Common Stock, $0.001 par value (“Common
Stock”).
(e) CUSIP Number: 74440J101.
Item
3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
Not
applicable.
Item
4. Ownership:
In the
aggregate, the Reporting Persons beneficially own 947,930 shares of the Common
Stock of the Issuer, representing approximately 5.1% of such class of
securities. The beneficial ownership of each Reporting Person is as
follows: (i) Fund beneficially owns 549,927 shares of Common Stock representing
approximately 3.0% of the class and (ii) Capital, as the investment adviser and
sole general partner of the Fund and investment adviser to an account owned
by a separate investment vehicle which holds shares of the Issuer's Common
Stock, and Mr. Kolchinsky as the manager of Capital, each beneficially own
947,930 shares of Common Stock of the Issuer representing approximately 5.1% of
the class. The percentage of Common Stock beneficially owned by each
Reporting Person is based on a total of 18,466,392 shares of Common Stock of the
Issuer outstanding as of February 10, 2010, as reported in the Issuer’s most
recent Form 10-Q for the quarterly period ended December 31, 2009.
|
CUSIP
No. 74440J101
|
|
Page 6 of 7
Pages
|
The Fund
has the power to vote and dispose of the shares of Common Stock beneficially
owned by such entity (as described above). Capital, as the investment
adviser and sole general partner of the Fund and as the investment
adviser to an account owned by a separate investment vehicle which
holds shares
of the Issuer’s Common Stock, has the sole authority to vote and dispose of all
of the shares of Common Stock reported in this Schedule 13G. The
Manager, by virtue of his position as manager of Capital, has the sole authority
to vote and dispose of all of the shares of Common Stock reported in this
Schedule 13G.
Item
5. Ownership of Five
Percent or Less of a Class:
Not
applicable.
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 or Control Person:
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 I hereby certify that, to the best of my 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.
|
CUSIP
No. 74440J101
|
|
Page 7 of 7
Pages
|
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.
|
DATE:
RA
CAPITAL HEALTHCARE FUND, L.P.
By:
RA Capital Management, LLC
General
Partner
By: /s/ Peter
Kolchinsky
Peter
Kolchinsky
Manager
RA
CAPITAL MANAGEMENT, LLC
By: /s/ Peter
Kolchinsky
Peter
KolchinskyManager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
|
|
Exhibit
1
JOINT FILING
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agrees, as
of April 8, 2010, that only one statement containing the information required by
Schedule 13G, and each amendment thereto, need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of pSivida Corp.,
and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on
behalf of each of the undersigned.
|
RA
CAPITAL HEALTHCARE FUND, L.P.
By:
RA Capital Management, LLC
General
Partner
By: /s/ Peter
Kolchinsky
Peter
Kolchinsky
Manager
RA
CAPITAL MANAGEMENT, LLC
By: /s/ Peter
Kolchinsky
Peter
KolchinskyManager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
|
|