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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-1 Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 2,090,000 | (1) | (3) | Common Stock | 72,069 | $ 0 | 0 | D | ||||
Series A-2 Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 2,726,086 | (1) | (3) | Common Stock | 94,003 | $ 0 | 0 | D | ||||
Series B Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 11,422,045 | (1) | (3) | Common Stock | 393,863 | $ 0 | 0 | D | ||||
Series C Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 27,226,760 | (1) | (3) | Common Stock | 938,853 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Skyline Venture Partners Qualified Purchaser Fund IV L P 525 UNIVERSITY AVE., STE 610 PALO ALTO, CA 94301 |
X | |||
KANEKO YASUNORI 525 UNIVERSITY AVE., STE 610 PALO ALTO, CA 94301 |
X | |||
Skyline Venture Management IV, LLC 525 UNIVERSITY AVE., STE 610 PALO ALTO, CA 94301 |
X |
Skyline Venture Partners Qualified Purchaser IV LP By: Skyline Venture Management IV, LLC Its General Partner By: /s/ John Freund, Its Managing Director | 03/27/2013 | |
**Signature of Reporting Person | Date | |
/s/ David C. Lubner (as attorney-in-fact for Yasunori Kaneko) | 03/27/2013 | |
**Signature of Reporting Person | Date | |
Skyline Venture Management IV, LLC By: /s/ John Freund, Its Managing Director | 03/27/2013 | |
**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) | The Series A-1, Series A-2, Series B and Series C Convertible Preferred Stock converted into Common Stock on a 1-for-29 basis upon the closing of the issuer's initial public offering without payment of consideration. |
(2) | Skyline Venture Management IV, LLC is the General Partner of Skyline Venture Partners Qualified Purchaser IV L.P. Yasunori Kaneko is the Managing Director of Skyline Venture Management IV, LLC. Skyline Venture Management IV, LLC and this individual may be deemed to share voting and dispositive power with respect to all shares held by Skyline Venture Partners Qualified Purchaser IV L.P. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
(3) | Not Applicable |