|
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 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 02/05/2014 | C | 6,000,000 | (1) | (1) | Common Stock | 967,741 | $ 0 | 0 | I | By Partnership (2) | |||
Series B Preferred Stock | (1) | 02/05/2014 | C | 4,200,000 | (1) | (1) | Common Stock | 677,419 | $ 0 | 0 | I | By Partnership (2) | |||
Series C Preferred Stock | (1) | 02/05/2014 | C | 3,125,000 | (1) | (1) | Common Stock | 504,033 (3) | $ 0 | 0 | I | By Partnership (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HealthCare Ventures VIII, L.P. C/O HEALTHCARE VENTURES LLC, 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141 |
X | |||
CAVANAUGH JAMES H C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141 |
X | |||
HealthCare Partners VIII, LLC C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141 |
X | |||
HealthCare Partners VIII, L.P. C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141 |
X | |||
LAWLOR AUGUSTINE C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141 |
X | |||
LITTLECHILD JOHN W C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141 |
X | |||
Mirabelli Christopher C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141 |
X | X | ||
WERNER HAROLD R C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141 |
X |
/s/Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VIII, L.P. | 02/07/2014 | |
**Signature of Reporting Person | Date | |
Jeffrey B. Steinberg, Attorney-in-Fact for James H. Cavanaugh | 02/07/2014 | |
**Signature of Reporting Person | Date | |
Jeffrey B. Steinberg, Administrative Officer of HealthCare Partners VIII LLC | 02/07/2014 | |
**Signature of Reporting Person | Date | |
Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VIII, LP | 02/07/2014 | |
**Signature of Reporting Person | Date | |
Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor | 02/07/2014 | |
**Signature of Reporting Person | Date | |
Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild | 02/07/2014 | |
**Signature of Reporting Person | Date | |
Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli | 02/07/2014 | |
**Signature of Reporting Person | Date | |
Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner | 02/07/2014 | |
**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) | Each share of convertible preferred stock was convertible at any time, at the holder's election, into the issuer's common stock on a 6.2 to 1 basis. Effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted on a 6.2 to 1 basis into shares of common stock of the issuer. The convertible preferred stock had no expiration date. |
(2) | The securities are held of record by HealthCare Ventures VIII, L.P. ("HCVVIII"). HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII, LLC (the "LLC") is the General Partner of HCPVIII. Each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor are the managing directors of the LLC and exercise shared voting and investment power with respect to the shares owned by HCVVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. Dr. Mirabelli is also a director of the issuer. |
(3) | Includes one share of common stock issued to the reporting persons in connection with the aggregation of fractional shares. |
(4) | These shares were purchased by HCVVIII. |
(5) | Please note that each of the reporting persons are no longer subject to Section 16 reporting requirements with the exception of Christopher Mirabelli, who will have an ongoing reporting obligation as a director of the issuer. |