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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 C Preferred Stock | (2) | 02/14/2011 | C | 802,920 | (2) | (2) | Common Stock | 802,920 (2) | $ 0 | 0 | I | By fund (4) | |||
Series D Preferred Stock | (2) | 02/14/2011 | C | 497,160 | (2) | (2) | Common Stock | 497,160 (2) | $ 0 | 0 | I | By fund (4) | |||
Series D-1 Preferred Stock | (3) | 02/14/2011 | C | 126,515 | (3) | (3) | Common Stock | 240,659 (3) | $ 0 | 0 | I | By fund (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KISHORE GANESH NO. 36-01, LEVEL MENARA DION 27, JALAN SULTAN ISMAIL 50250 KUALA LUMPUR, N8 |
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/s/ Brett Lund, Attorney-in-Fact | 02/14/2011 | |
**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) | Represents the aggregate number of shares of common stock deemed to be beneficially owned by the reporting person following conversion of the shares of preferred stock previously deemed to be beneficially owned by the reporting person and reflected in Table II of this Form 4. |
(2) | Upon completion of the Issuer's initial public offering of common stock, all shares of preferred stock deemed to be beneficially owned by the reporting person, other than shares of Series D-1 Preferred Stock, were automatically converted into shares of the Issuer's common stock on a one-for-one basis and had no expiration date. |
(3) | Upon completion of the Issuer's initial public offering and in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 4, 2010, a copy of which is attached as Exhibit 3.1 to the Issuer's Registration Statement on Form S-1 (File No. 333-168792), as amended, initially filed with the Securities and Exchange Commission on August 12, 2010, the Series D-1 Preferred Stock was automatically converted into shares of the Issuer's common stock at a ratio of 1:1.90222 and had no expiration date. |
(4) | The securities were issued to Malaysian Life Sciences Capital Fund Ltd. ("Malaysian Life Sciences"). Ganesh Kishore, Ph.D. is the Chief Executive Officer of Malaysian Life Sciences and may be held to have voting and dispositive power over shares held by the fund. Dr. Kishore disclaims beneficial ownership of shares held by Malaysian Life Sciences except to the extent of his pecuniary interest therein. |