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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 | ||||||||
Warrants to Purchase Series B Preferred Stock | $ 0.45 | 03/26/2014 | X | 506,376 | (3) | 03/26/2014 | Series B Convertible Preferred Stock | 506,376 | $ 0 | 0 | I | See FN (2) | |||
Series B Convertible Preferred Stock | (1) | 03/26/2014 | X | 506,376 | (4) | (4) | Common Stock | 44,031 | $ 0 | 14,468,020 | I | See FN (2) | |||
Series B Convertible Preferred Stock | (1) | 03/26/2014 | C | 14,468,020 | (4) | (4) | Common Stock | 1,258,086 | $ 0 | 0 | I | See FN (2) | |||
Series C Convertible Preferred Stock | (1) | 03/26/2014 | C | 5,626,413 | (4) | (4) | Common Stock | 489,253 | $ 0 | 0 | I | See FN (2) | |||
Series D-1 Convertible Preferred Stock | (1) | 03/26/2014 | C | 2,033,350 | (4) | (4) | Common Stock | 176,813 | $ 0 | 0 | I | See FN (2) | |||
Series D-2 Convertible Preferred Stock | (1) | 03/26/2014 | C | 899,619 | (4) | (4) | Common Stock | 78,228 | $ 0 | 0 | I | See FN (2) | |||
Series E Convertible Preferred Stock | (1) | 03/26/2014 | C | 1,773,049 | (4) | (4) | Common Stock | 154,178 | $ 0 | 0 | I | See FN (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Malik Shahzad C/O ADVENT LIFE SCIENCES 158 NORTH GOWER STREET LONDON, X0 NW1 2ND |
X | X |
/s/ Shahzad Malik | 03/27/2014 | |
**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) | In connection with the completion of the Issuer's initial public offering of Common Stock, each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D-1 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series E Convertible Preferred Stock automatically converted into Common Stock on a 1-for-11.5 basis. |
(2) | Securities are held by Advent Life Sciences LLP ("Advent") and Advent Life Sciences Fund I LP ("Advent Fund"). Advent is the general partner of Advent Fund. The reporting person is a partner of Advent. |
(3) | Immediately exercisable. In connection with the closing of the Issuer's initial public offering of Common Stock the warrant to purchase Series B Convertible Preferred Stock shall automatically convert into a warrant to purchase Common Stock on a 1-for-11.5 basis if the warrant is not otherwise exercised prior to such closing. |
(4) | The securities do not have an expiration date. Each share of Series B, Series C, Series D-1, Series D-2 and Series E Convertible Preferred Stock converted automatically into shares of Common Stock in connection with the closing of the Issuer's initial public offering on March 26, 2014. Prior to its conversion into the Issuer's Common Stock, The Series B, Series C, Series D-1, Series D-2 and Series E Convertible Preferred Stock was convertible at any time at the option of the holder. |