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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 | ||||||||
Warrants to Purchase Series C-1 Preferred Stock | $ 0.12 | 10/22/2018 | X(3) | 113,891 | (4) | (4) | Series C-1 Preferred Stock (1) | 113,891 | $ 0 | 0 | I | By Zeneca, Inc. (2) | |||
Series C-1 Preferred Stock | (1) | 10/22/2018 | X(3) | 113,891 | (1) | (1) | Common Stock | 113,891 | $ 0.12 | 1,666,951 | I | By Zeneca, Inc. (2) | |||
Series C-1 Preferred Stock | (1) | 10/22/2018 | S(3) | 2,734 | (1) | (1) | Common Stock | 2,734 | $ 5 | 1,664,217 | I | By Zeneca, Inc. (2) | |||
Series C-1 Preferred Stock | (1) | 10/22/2018 | C | 1,664,217 | (1) | (1) | Common Stock | 1,664,217 | $ 0 | 0 | I | By Zeneca, Inc. (2) | |||
Series D Preferred Stock | (1) | 10/22/2018 | C | 740,337 | (1) | (1) | Common Stock | 740,337 | $ 0 | 0 | I | By Zeneca, Inc. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ASTRAZENECA PLC 1 FRANCIS CRICK AVENUE CAMBRIDGE, X0 CB2 0AA |
X | |||
Zeneca, Inc. C/O ASTRAZENECA PLC 1 FRANCIS CRICK AVENUE CAMBRIDGE, X0 CB2 0AA |
X |
/s/ Adrian Kemp, on behalf of AstraZeneca PLC | 10/24/2018 | |
**Signature of Reporting Person | Date | |
/s/ David E. White, on behalf of Zeneca Inc. | 10/24/2018 | |
**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 Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. |
(2) | Zeneca Inc. is a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC may be deemed to beneficially own the securities held by Zeneca Inc., but disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, if any. |
(3) | Represents the net exercise of the warrants immediately prior to, and contingent upon, the closing of the Issuer's initial public offering. |
(4) | The warrants were exercisable until, and were scheduled to expire upon, the closing of the Issuer's initial public offering. |