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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 Preferred Stock | (1) | 07/29/2014 | C | 1,595,530 | (1) | (1) | Common Stock | 1,595,530 | $ 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 | |
ProQuest Investments IV, L.P. 2430 VANDERBIILT BEACH ROAD, 108-190 NAPLES, FL 34109 |
X | |||
ProQuest Associates IV LLC 2430 VANDERBILUT BEACH ROAD, 108-190 NAPLES, FL 34109 |
X | |||
SCHREIBER ALAIN 2430 VANDERBILT BEACH ROARD, 108-190 NAPLES, FL 34109 |
X | |||
Moorin Jay 2430 VANDERBILT BEACH ROAD, 108-190 NAPLES, FL 34109 |
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 directly held by ProQuest Investments IV, L.P. and indirectly held by ProQuest Associates IV, LLC, the General Partner of ProQuest Investments IV, L.P. The individual managing members of ProQuest Associates IV, LLC are Jay Moorin and Alain Schreiber, M.D., and may be deemed to have shared voting, investment and dispositive power with respect to these shares. Each individual managing member disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares. |
(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. |
(4) | Immediately prior to the closing of the Issuer's initial public offering, the reporting person exercised a warrant to purchase 305,810 shares of the Issuer's Series C preferred stock for $8.175 per share, which then immediately converted into 305,810 shares of the Issuer's common stock. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 208,334 shares of the Issuer's common stock to pay the exercise price and issuing to the reporting person the remaining 97,476 shares of common stock. |