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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 | ||||||||
| Series A-1 Preferred Stock | (2) (3) | 10/30/2013 | C | 1,000,000 | (2)(3) | (2)(3) | Common Stock | 200,000 | (2) (3) | 0 | I | See Explanation of Responses (1) (6) (7) | |||
| Series A-2 Preferred Stock | (2) (3) | 10/30/2013 | C | 5,000,000 | (2)(3) | (2)(3) | Common Stock | 1,000,000 | (2) (3) | 0 | I | See Explanation of Responses (1) (6) (7) | |||
| Series A-3 Preferred Stock | (2) (3) | 10/30/2013 | C | 10,864,738 | (2)(3) | (2)(3) | Common Stock | 2,172,948 | (2) (3) | 0 | I | See Explanation of Responses (1) (6) (7) | |||
| Series B Preferred Stock | (2) (3) | 10/30/2013 | C | 1,111,831 | (2)(3) | (2)(3) | Common Stock | 222,366 | (2) (3) | 0 | I | See Explanation of Responses (1) (6) (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8) | 11/01/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Ronald Cami, on behalf of David Bonderman (8) (9) | 11/01/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Ronald Cami, on behalf of James G. Coulter (8) (9) | 11/01/2013 | |
| **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) | David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar Advisors, LLC, which is the general partner of TPG Biotechnology GenPar, L.P., which is the general partner of each of TPG Biotechnology Partners, L.P. ("TPG Biotechnology"), which directly holds 3,552,948 shares of Common Stock ("Common Stock") of Aerie Pharmaceuticals, Inc. (the "Issuer"), and TPG Biotech Reinvest AIV, L.P. ("TPG Biotech Reinvest" and, together with TPG Biotechnology, the "TPG Funds"), which directly holds 834,518 shares of Common Stock. |
| (2) | On October 30, 2013, (a) the shares of Series A-1 Preferred Stock of the Issuer (the "Series A-1 Preferred") held by TPG Biotechnology mandatorily converted into 200,000 shares of Common Stock, (b) the shares of Series A-2 Preferred Stock of the Issuer (the "Series A-2 Preferred") held by TPG Biotechnology mandatorily converted into 1,000,000 shares of Common Stock, (c) the shares of Series A-3 Preferred Stock of the Issuer (the "Series A-3 Preferred") held by TPG Biotechnology mandatorily converted into 2,172,948 shares of Common Stock and (d) the shares of Series B Preferred Stock (the "Series B Preferred") held by TPG Biotech Reinvest mandatorily converted into 222,366 shares of Common Stock. |
| (3) | Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series A-1 Preferred, Series A-2 Preferred, Series A-3 Preferred and Series B Preferred had been convertible, at the option of the holder, at any time into shares of Common Stock at initial conversion rates in each case equal to one share of Common Stock per share of preferred stock. The initial conversion rates were adjusted as a result of a 1-for-5 reverse stock split of the Common Stock. |
| (4) | As a result of the closing of the Issuer's initial public offering on October 30, 2013, promissory notes held by TPG Biotech Reinvest with an aggregate principal amount and accrued interest of $5,081,521 converted into 508,152 shares of Common Stock. |
| (5) | On October 30, 2013, the TPG Funds acquired an aggregate of 284,000 shares of Common Stock at a price of $10.00 per share as part of the Issuer's initial public offering. |
| (6) | Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any. |
| (7) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: (8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. | |