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13G Filing: Foresite Capital Fund III, L.P. and Tocagen Inc (TOCA)

Page 2 of 9 – SEC Filing

1 NAME OF
REPORTING PERSONS        Foresite Capital Fund III, L.P. (“FCF III”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP 

(a) ¨ (b) x

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
915,000 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

915,000 shares, except that FCM III, the general partner of
FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed
to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 915,000
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%*
12 TYPE OF REPORTING PERSON PN

* Percentage ownership as of April 21, 2017 is 4.63%, calculated
based on 19,776,763 shares outstanding, including the exercise of the Issuer’s underwriters’ option to purchase a
total of 1,275,000 additional shares of common stock from the Issuer
, as announced by the Issuer on April 19, 2017.
This Schedule 13G is being filed because on April 13, 2017, FCF III owned an aggregate of 1,000,000 shares, representing 5.4% of
such class of shares. Prior to the filing of this Schedule 13G, the Issuer’s underwriters
purchased a total of 1,275,000 additional

shares of common stock from the Issuer, decreasing the aggregate ownership
of the Reporting Persons below 5%.

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