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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 Convertible Preferred Stock | (1) | 02/19/2014 | C | 250,000 | (1) | (3) | Common Stock | 44,247 | $ 0 | 0 | I | Through QVT Fund IV LP, QVT Fund V LP and Quintessence Fund L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 02/19/2014 | C | 1,000,000 | (1) | (3) | Common Stock | 176,991 | $ 0 | 0 | I | Through QVT Fund IV LP, QVT Fund V LP and Quintessence Fund L.P. (2) | |||
Series C Convertible Preferred Stock | (1) | 02/19/2014 | C | 219,000 | (1) | (3) | Common Stock | 38,761 | $ 0 | 0 | I | Through QVT Fund IV LP, QVT Fund V LP and Quintessence Fund L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
QVT Associates GP LLC 1177 AVENUE OF THE AMERICAS, 9TH FLOOR NEW YORK, NY 10036 |
X | |||
QVT Fund V LP 1177 AVENUE OF THE AMERICAS, 9TH FLOOR NEW YORK, NY 10036 |
X |
/s/ Tracy Fu, Managing Member | 02/21/2014 | |
**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) | The Series A, Series B and Series C convertible preferred stock converted into Common Stock on a 1-for-5.65 basis upon the closing of the issuer's initial public offering without payment of consideration. |
(2) | QVT Associates GP LLC is the general partner of QVT Fund IV LP, QVT Fund V LP and Quintessence Fund L.P. (together with QVT Fund IV LP, and QVT Fund V LP, the "Funds"). QVT Financial LP is the investment manager for the Funds and therefore may be deemed the beneficial owner of the Common Stock held by the Funds. QVT Financial GP LLC is the general partner of QVT Financial LP and therefore may be deemed the beneficial owner of Common Stock beneficially owned by QVT Financial LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
(3) | Not applicable. |
(4) | These 300,000 shares were purchased by the Funds in the Issuer's initial public offering, at which time the reporting persons were no longer 10% owners or otherwise subject to Section 16. |