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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 Preferred Stock | (1) | 07/29/2014 | C | 733,943 | (1) | (1) | Common Stock | 733,943 | $ 0 | 0 | D (2) | ||||
Series B Preferred Stock | (1) | 07/29/2014 | C | 531,843 | (1) | (1) | Common Stock | 531,843 | $ 0 | 0 | D (2) | ||||
Series C Preferred Stock | (1) | 07/29/2014 | C | 611,620 | (1) | (1) | Common Stock | 611,620 | $ 0 | 0 | D (2) | ||||
Series C Preferred Stock Warrant (right to buy) | $ 8.175 | 07/29/2014 | X | 305,810 | 10/16/2013 | (3) | Series C Preferred Stock | 305,810 | $ 0 | 0 | D (2) | ||||
Series C Preferred Stock | (1) | 07/29/2014 | X | 305,810 | (1) | (1) | Common Stock | 305,810 | $ 0 | 305,810 | D (2) | ||||
Series C Preferred Stock | (1) | 07/29/2014 | C | 305,810 | (1) | (1) | Common Stock | 305,810 | $ 0 | 0 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Alta Partners VIII, L.P. ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
Alta Partners Management VIII, LLC ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
NOHRA GUY P ONE EMBACADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
JANNEY DANIEL ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
CHAMPSI FARAH ONE EMBACADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X |
/s/ Laura A. Berezin, Attorney-in-Fact | 07/31/2014 | |
**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) | Immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A, Series B and Series C preferred stock automatically converted into one share of common stock. The Series A, Series B and Series C preferred stock had no expiration date. |
(2) | The securities are held of record by Alta Partners VIII, L.P. ("APVIII"). Alta Partners Management VIII, LLC ("APMVIII") is the general partner of APVIII. Guy Nohra, Daniel Janney and Farah Champsi are managing directors of APMVIII and exercise shared voting and investment power with respect to the shares owned by APVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. |
(3) | The warrants were set to expire on the earlier of: (a) October 15, 2015, (b) the latter of (i) 30 days after delivery to the warrant holder of the interim study report of a specified clinical trial by the Issuer or (ii) 30 days after notice to the warrant holder of the commencement of patient recruitment for specified studies or trials by the Issuer, (c) a liquidation event of the Issuer or (d) the closing of the Issuer's initial public offering. |