UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | 01/29/2014 | Â (1) | Common Stock | 312,000 | $ 0 | I | See Footnote (2) |
Series B Preferred Stock | 01/29/2014 | Â (1) | Common Stock | 179,322 | $ 0 | I | See Footnote (2) |
Series C Preferred Stock | 01/29/2014 | Â (1) | Common Stock | 1,043,429 | $ 0 | I | See Footnote (2) |
Common Stock Warrant | 01/29/2014 | Â (3) | Common Stock | 755 | $ 250 | I | See Footnote (2) |
Series C Preferred Stock Warrants | 01/29/2014 | Â (4) | Common Stock | 21,697 | $ 7 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Skyline Venture Partners V LP 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO, CA 94301 |
 |  X |  |  |
Skyline Venture Management V, LLC 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO, CA 94301 |
 |  X |  |  |
Freund John Gordon 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO, CA 94301 |
 |  X |  |  |
KANEKO YASUNORI 525 UNIVERSITY AVENUE, SUITE 610 PALO ALTO, CA 94301 |
 |  X |  |  |
SKYLINE VENTURE PARTNERS V, L.P. By: SKYLINE VENTURE MANAGEMENT V, LLC Its: General Partner Kerensa Kenny, Attorney-in-Fact | 01/30/2014 | |
**Signature of Reporting Person | Date | |
SKYLINE VENTURE MANAGEMENT V, LLC Kerensa Kenny, Attorney-in-Fact | 01/30/2014 | |
**Signature of Reporting Person | Date | |
JOHN G. FREUND, M.D. Kerensa Kenny, Attorney-in-Fact | 01/30/2014 | |
**Signature of Reporting Person | Date | |
YASUNORI KANEKO, M.C. Kerensa Kenny, Attorney-in-Fact | 01/30/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into one share of the Issuer's Common Stock and will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
(2) | These securities are held by Skyline Ventures Partners V, L.P. ("Skyline V"). John G. Freund, M.D. and Yasunori Kaneko, M.D. are Managing Directors of Skyline Venture Management V, LLC, the general partner of Skyline V, and may be deemed to share voting and dispositive power over the shares held by Skyline V. Stephen Hoffman, M.D., Ph.D. is a member of Skyline Venture Management V, LLC and may be deemed to share voting and dispositive power over the shares held by Skyline V. Each of Drs. Freund, Kaneko and Hoffman disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
(3) | Warrants will expire June 17, 2020. |
(4) | Warrants will expire June 17, 2020 |