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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 D Preferred Stock | (1) | 10/27/2014 | C | 6,134,501 | (1) | (1) | Common Stock | 406,896 | (1) | 0 | I (3) | Through Deerfield Private Design Fund III, L.P. (4) (5) | |||
Series D Preferred Stock | (1) | 10/27/2014 | C | 1,311,840 | (1) | (1) | Common Stock | 87,013 | (1) | 0 | I (3) | Through Deerfield Special Situations Fund, L.P. (4) (5) | |||
Series D Preferred Stock | (1) | 10/27/2014 | C | 1,047,584 | (1) | (1) | Common Stock | 69,485 | (1) | 0 | I (3) | Through Deerfield Special Situations International Master Fund, L.P. (4) (5) | |||
Series D Purchase Right | (2) | 10/27/2014 | J | 4,907,601 | (2) | (2) | Common Stock | 309,238 (2) | (2) | 0 | I (3) | Through Deerfield Private Design Fund III, L.P. (4) (5) | |||
Series D Purchase Right | (2) | 10/27/2014 | J | 1,049,472 | (2) | (2) | Common Stock | 66,129 (2) | (2) | 0 | I (3) | Through Deerfield Special Situations Fund, L.P. (4) (5) | |||
Series D Purchase Right | (2) | 10/27/2014 | J | 838,067 | (2) | (2) | Common Stock | 52,808 (2) | (2) | 0 | I (3) | Through Deerfield Special Situations International Master Fund, L.P. (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017 |
X | Possible Member of 10% Group | ||
Deerfield Mgmt L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017 |
X | Possible Member of 10% Group | ||
DEERFIELD MANAGEMENT CO 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017 |
X | Possible Member of 10% Group | ||
Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK, NY 10017 |
X | Possible Member of 10% Group | ||
Deerfield Special Situations International Master Fund, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017 |
X | Possible Member of 10% Group | ||
Deerfield Mgmt III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017 |
X | Possible Member of 10% Group | ||
Deerfield Private Design Fund III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017 |
X | Possible Member of 10% Group |
/s/ Jonathan Isler | 10/27/2014 | |
**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) | Each share of Series D Preferred Stock was convertible into 0.063 shares of the Issuer's common stock (on an adjusted basis, after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014), plus an additional number of shares in respect of an anti-dilution adjustment based upon the offering price and participation in the initial public offering. Shares of Series D Preferred Stock had no expiration date and automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock. |
(2) | The Series D Purchase Right entitled the holder to purchase shares of Series D Convertible Preferred Stock under the Series D Preferred Stock purchase agreement at a price of $0.588656 per share of Series D Preferred Stock, which right to purchase ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of common stock. Each share of Series D Preferred Stock issuable upon exercise of the Series D Purchase Right would have been convertible into shares of the Issuer's common stock as described in footnote (1) above. |
(3) | This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). |
(4) | Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. |
(5) | In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
Remarks: Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn |