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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 Warrant (Right to Buy) | (1) | 08/18/2014 | X | 36,405 | (1) | 08/23/2022 | Common Stock | 36,405 | $ 0 | 0 | D | ||||
| Series C Preferred Stock Warrant (Right to Buy) | (1) | 08/18/2014 | X | 31,854 | (1) | 01/22/2023 | Common Stock | 31,854 | $ 0 | 0 | D | ||||
| Series B Preferred Stock | (2) | 08/18/2014 | C | 439,724 | (2) | (2) | Common Stock | 439,724 | $ 0 | 0 | D | ||||
| Series C Preferred Stock | (2) | 08/18/2014 | C | 1,131,436 | (2) | (2) | Common Stock | 1,131,436 | $ 0 | 0 | D | ||||
| Series D Preferred Stock | (2) | 08/18/2014 | C | 348,041 | (2) | (2) | Common Stock | 348,041 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Novo A/S TUBORG HAVNEVEJ 19 HELLERUP, G7 2900 |
X | SEE REMARKS | ||
| /s/ Thorkil Kastberg Christensen, Chief Financial Officer of Novo A/S | 08/18/2014 | |
| **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) | Immediately prior to the closing of the Issuer's initial public offering (the "IPO Closing"), the warrants were exercised for shares of Series C Preferred Stock (the "Series C Warrant Shares") at an exercise price of $8.79 per share (after adjustment for the 35.16-for-1 reverse split of common stock (the "Stock Split") effected by the Issuer on July 31, 2014). The Series C Warrant Shares were automatically converted upon the IPO Closing on a one-for-one basis for no additional consideration into the Issuer's common stock. The number of shares indicated for this line item represents the number of shares of the Issuer's common stock covered by the warrants and the subsequent conversion of such warrants into the Series C Warrant Shares as adjusted for the Stock Split. |
| (2) | The Series B, Series C and Series D Preferred Stock (collectively, the "Preferred Stock") had no expiration date and was convertible at any time at the holder's election. Upon the IPO Closing, the Preferred Stock automatically converted on a one-for-one basis for no additional consideration into the Issuer's common stock. The number of shares reported on this line item reflects the number of shares of the Issuer's common stock as adjusted for the Stock Split. |
| Remarks: Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), which is currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares. | |