UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 3,775,400 | $ 0 | I | By: Foresite Capital Fund II, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Foresite Capital Management II, LLC 101 CALIFORNIA STREET SUITE 4100 SAN FRANCISCO, CA 94111 |
 |  X |  |  |
Foresite Capital Fund II, L.P. 101 CALIFORNIA STREET SUITE 4100 SAN FRANCISCO, CA 94111 |
 |  X |  |  |
Tananbaum James B. 3052 PACIFIC AVENUE SAN FRANCISCO, CA 94115 |
 |  X |  |  |
FORESITE CAPITAL MANAGEMENT II, LLC, By: /s/ Dennis D. Ryan, Chief Financial Officer | 08/05/2015 | |
**Signature of Reporting Person | Date | |
FORESITE CAPITAL FUND II, L.P., By: Foresite Capital Management II, LLC, Its General Partner, By: /s/ Dennis D. Ryan, Chief Financial Officer | 08/05/2015 | |
**Signature of Reporting Person | Date | |
/s/ James B. Tananbaum | 08/05/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | The Series B Convertible Preferred Stock automatically converts into shares of Issuer's Common Stock on a 1:1 basis immediately prior to the completion of Issuer's initial public offering. |
(2) | The expiration date is not relevant to the conversion of these securities. |
(3) | Shares are owned directly by Foresite Capital Fund II, L.P. ("FCF II"). Foresite Capital Management II, LLC ("FCM II"), the Designated Filer and general partner of FCF II, may be deemed to have the sole voting and dispositive power over the shares of Issuer's Series B Convertible Preferred Stock (the "Shares"). James Tananbaum ("Mr. Tananbaum"), in his capacity as managing member of FCM II, may be deemed to have the sole voting and dispositive power over the Shares. Each Reporting Person disclaims the existence of a "group." Each of FCM II and its partners and Mr. Tananbaum disclaims beneficial ownership of any of the Shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM II and its partners or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |