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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 Preferred Stock | (2) | 06/06/2014 | C | 269,724 (1) | (2) | (2) | Common Stock | 1,294,134 | $ 0 | 0 | I | See footnote (1) | |||
| Series A-2 Convertible Preferred Stock | (2) | 06/06/2014 | C | 217,873 (4) | (2) | (2) | Common Stock | 1,045,351 | $ 0 | 0 | I | See footnote (4) | |||
| Series A-3 Convertible Preferred Stock | (2) | 06/06/2014 | C | 53,331 (6) | (2) | (2) | Common Stock | 255,881 | $ 0 | 0 | I | See footnote (6) | |||
| Series B Convertible Preferred | (9) | 06/06/2014 | C | 91,175 (8) | (9) | (9) | Common Stock | 399,891 | $ 0 | 0 | I | See footnote (8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GALAKATOS NICHOLAS C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
| SIMON NICHOLAS J III C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
| WHEELER KURT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
| /s/ Nicholas Galakatos | 06/10/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Nicholas Simon | 06/10/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Kurt Wheeler | 06/10/2014 | |
| **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 shares were converted into Common Stock as folllows: 1,077,285 by MPM BioVentures III-QP, L.P. ("BV III QP"), 72,430 by MPM BioVentures III, L.P. ("BV III"), 20,852 by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"), 32,525 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 91,042 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect GPs of BV III QP, BV III and BV Parallel and BV KG. The reporting persons are members of MPM III LLC and AM 2003. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| (2) | The Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.798-for-1 basis upon the listing of the Issuer's Common Stock on a national securities exchange and had no expiration date. |
| (3) | The shares are held as follows: 1,077,285 by BV III QP, 72,430 by BV III, 20,852 by AM 2003, 32,525 by BV Parallel and 91,042 by BV KG. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| (4) | The shares were converted into shares of Common Stock as follows: 870,184 by BV III QP, 58,506 by BV III, 16,845 by AM 2003, 26,278 by BV Parallel and 73,538 by BV KG. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| (5) | The shares are held as follows: 1,947,469 by BV III QP, 130,936 by BV III, 37,697 by AM 2003, 58,803 by BV Parallel and 164,580 by BV KG. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| (6) | The shares were converted into shares of Common Stock as follows: 213,007 by BV III QP, 14,322 by BV III, 4,121 by AM 2003, 6,429 by BV Parallel and 18,002 by BV KG. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| (7) | The shares are held as follows: 2,160,476 by BV III QP, 145,258 by BV III, 41,818 by AM 2003, 65,232 by BV Parallel and 182,582 by BV KG. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| (8) | The shares were converted into shares of Common Stock as follows: 332,893 by BV III QP, 22,381 by BV III, 6,438 by AM 2003, 10,048 by BV Parallel and 28,131 by BV KG. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| (9) | The Series B Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.386-for-1 basis upon the listing of the Issuer's Common Stock on a national securities exchange and had no expiration date. |
| (10) | The shares are held as follows: 2,493,369 by BV III QP, 167,639 by BV III, 48,256 by AM 2003, 75,280 by BV Parallel and 210,713 by BV KG. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| (11) | In connection with the listing of the Issuer's Common Stock on a national securities exchange, the Issuer issued shares of its Common Stock to its Series A-1, Series A-2, Series A-3 and Series B convertible preferred stock in satisfaction of accumulated and unpaid dividends as follows: 578,085 to BV III QP, 38,867 to BV III, 11,189 to AM 2003, 17,454 to BV Parallel and 48,854 to BV KG. |
| (12) | The shares are held as follows: 3,071,454 by BV III QP, 206,506 by BV III, 59,445 by AM 2003, 92,734 by BV Parallel and 259,567 by BV KG. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his respective pecuniary interest therein. |
| Remarks: See Form 4 for MPM BioVentures III LLC filed simultaneously herewith for additional members of this joint filing. | |