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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 B Convertible Preferred Stock | (1) | 10/16/2013 | C | 18,728,346 | (1) | (1) | Common Stock | 1,137,332 | (1) | 0 | I | see footnote (2) | |||
| Series C Convertible Preferred Stock | (3) | 10/16/2013 | C | 12,328,024 | (3) | (3) | Common Stock | 656,657 | (3) | 0 | I | see footnote (4) | |||
| Series D-2 Convertible Preferred Stock | (3) | 10/16/2013 | C | 3,833,767 | (3) | (3) | Common Stock | 204,206 | (3) | 0 | I | see footnote (5) | |||
| Series D-2 Convertible Preferred Warrants | (3) | 10/16/2013 | X | 287,533 | (8) | 10/16/2013 | Common Stock | 15,314 | (6) | 0 | I | see footnote (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ALTA BIOPHARMA PARTNERS III LP ONE EMBARCADERO CENTER 37TH FLOOR SAN FRANCISCO, CA 94111 |
X | |||
| ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG ONE EMBARCADERO CENTER 37TH FLOOR SAN FRANCISCO, CA 94111 |
X | |||
| ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC ONE EMBARCADERO CENTER 37TH FLOOR SAN FRANCISCO, CA 94111 |
X | |||
| /s/ Edward Hurwitz | 10/18/2013 | |
| **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) | Each share of Series B Convertible Preferred Stock converted into approximately 0.0607 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| (2) | These securities are held as follows: 1,041,702 by Alta BioPharma Partners III, L.P. ("ABP III"), 69,959 by Alta BioPharma Partners III LP GmbH ("ABP III KG") and 25,671 by Alta Embarcadero BioPharma Partners III, LLC ("AEBP III"). Alta BioPharma Management Partners III, LLC is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (3) | Each share of Series C Convertible Preferred Stock and each share of Series D-2 Convertible Preferred Stock converted into approximately 0.0533 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| (4) | These securities are held as follows: 601,443 by ABP III, 40,392 by ABP III KG and 14,822 by AEBP III. Alta BioPharma Management Partners III, LLC is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (5) | These securities are held as follows: 187,036 by ABP III, 12,561 by ABP III KG and 4,609 by AEBP III. Alta BioPharma Management Partners III, LLC is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (6) | As exercised, each Series D-2 Convertible Preferred Warrant converted into an equal number of shares of Series D-2 Convertible Preferred Stock. Had the warrants not been exercised, they would have expired upon the closing of the initial public offering. Upon the closing of the Issuer's initial public offering each share of Series D-2 Convertible Preferred Stock then converted into approximately 0.0533 of a share of Common Stock without payment of further consideration. The shares of Series D-2 Convertible Preferred Stock had no expiration date. |
| (7) | These securities are held as follows: 14,027 by ABP III, 942 by ABP III KG and 345 by AEBP III. Alta BioPharma Management Partners III, LLC is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (8) | Immediately. |