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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARRETT DAVID E C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET, SUITE 3350 WALTHAM, MA 02451 |
X | X | ||
Flint Jonathan A C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET, SUITE 3350 WALTHAM, MA 02451 |
X | |||
MCGUIRE TERRANCE C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET, SUITE 3350 WALTHAM, MA 02451 |
X | |||
SPOON ALAN G C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET, SUITE 3350 WALTHAM, MA 02451 |
X | |||
POLARIS VENTURE PARTNERS IV LP 1000 WINTER STREET SUITE 3350 WALTHAM, MA 02451 |
X | |||
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP 1000 WINTER STREET SUITE 3350 WALTHAM, MA 02451 |
X | |||
Polaris Venture Management Co IV LLC 1000 WINTER STREET SUITE 3350 WALTHAM, MA 02451 |
X |
Michael J. Donahue, attorney-in-fact | 11/30/2009 | |
**Signature of Reporting Person | Date | |
John Gannon, attorney-in-fact | 11/30/2009 | |
**Signature of Reporting Person | Date | |
John Gannon, attorney-in-fact | 11/30/2009 | |
**Signature of Reporting Person | Date | |
John Gannon, attorney-in-fact | 11/30/2009 | |
**Signature of Reporting Person | Date | |
Michael J. Donahue, attorney-in-fact | 11/30/2009 | |
**Signature of Reporting Person | Date | |
Michael J. Donahue, attorney-in-fact | 11/30/2009 | |
**Signature of Reporting Person | Date | |
Michael J. Donahue, attorney-in-fact | 11/30/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These shares were sold in a firm commitment underwritten public offering pursuant to an underwriting agreement dated as of November 19, 2009 by and between the Company, the several underwriters and the selling stockholders identified therein. |
(2) | Jonathan A. Flint ("Flint"), Terrance G. McGuire ("McGuire") and Alan G. Spoon ("Spoon") are the managing members, and David E. Barrett ("Barrett") is a member, of Polaris Venture Management Co. IV, L.L.C. ("Polaris IV"), which is the sole general partner for each of Polaris Venture Partners IV L.P. ("PVP IV") and Polaris Venture Partners Entrepreneurs' Fund IV L.P. ("Entrepreneurs' IV"). Each of Flint, McGuire, Spoon, Barrett and Polaris IV may be deemed to beneficially own the shares held by PVP IV and Entrepreneurs' IV, but Flint, McGuire, Spoon, Barrett and Polaris IV disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |