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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 B Convertible Preferred Stock | (1) | 04/23/2013 | A | 5,103 | 04/23/2013 | (1) | Common Stock | 51,030 | $ 61.42 (8) | 5,103 | I | By Fund (2) | |||
| Common Stock Warrant | $ 6.142 | 04/23/2013 | A | 12,758 | 04/23/2013 | 04/23/2018 | Common Stock | 12,758 | (8) | 12,758 | I | By Fund (2) | |||
| Series B Convertible Preferred Stock | (1) | 04/23/2013 | A | 75,899 | 04/23/2013 | (1) | Common Stock | 758,990 | $ 61.42 (8) | 75,899 | I | By Fund (3) | |||
| Common Stock Warrant | $ 6.142 | 04/23/2013 | A | 189,748 | 04/23/2013 | 04/23/2018 | Common Stock | 189,748 | (8) | 189,748 | I | By Fund (3) | |||
| Series B Convertible Preferred Stock | (1) | 04/23/2013 | A | 6,414 | 04/23/2013 | (1) | Common Stock | 64,140 | $ 61.42 (8) | 6,414 | I | By Fund (4) | |||
| Common Stock Warrant | $ 6.142 | 04/23/2013 | A | 16,035 | 04/23/2013 | 04/23/2018 | Common Stock | 16,035 | (8) | 16,035 | I | By Fund (4) | |||
| Series B Convertible Preferred Stock | (1) | 04/23/2013 | A | 2,291 | 04/23/2013 | (1) | Common Stock | 22,910 | $ 61.42 (8) | 2,291 | I | By Fund (5) | |||
| Common Stock Warrant | $ 6.142 | 04/23/2013 | A | 5,728 | 04/23/2013 | 04/23/2018 | Common Stock | 5,728 | (8) | 5,728 | I | By Fund (5) | |||
| Series B Convertible Preferred Stock | (1) | 04/23/2013 | A | 1,468 | 04/23/2013 | (1) | Common Stock | 14,680 | $ 61.42 (8) | 1,468 | I | By Fund (6) | |||
| Common Stock Warrant | $ 6.142 | 04/23/2013 | A | 3,670 | 04/23/2013 | 04/23/2018 | Common Stock | 3,670 | (8) | 3,670 | I | By Fund (6) | |||
| Series B Convertible Preferred Stock | (1) | 04/23/2013 | A | 71,638 | 04/23/2013 | (1) | Common Stock | 716,380 | $ 61.42 (8) | 71,638 | I | By Fund (7) | |||
| Common Stock Warrant | $ 6.142 | 04/23/2013 | A | 179,095 | 04/23/2013 | 04/23/2018 | Common Stock | 179,095 | (8) | 179,095 | I | By Fund (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116 |
X | X | ||
| /s/ Ansbert Gadicke | 04/24/2013 | |
| **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 the Series B Convertible Preferred Stock has no expiration date and is convertible at any time, in whole or in part, at the election of the holder at a conversion rate of 10 shares of Common Stock for every 1 share of Series B Convertible Preferred Stock. |
| (2) | The reported securities are owned directly by MPM BioVentures III, L.P. ("BV III"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III. The reporting person is a member of MPM III LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| (3) | The reported securities are owned directly by MPM BioVentures III-QP, L.P. ("BV III QP"). MPM III GP and MPM III LLC are the direct and indirect general partners of BV III QP. The reporting person is a member of MPM III LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| (4) | The reported securities are owned directly by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM III GP and MPM III LLC are the direct and indirect general partners of BV KG. The reporting person is a member of MPM III LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| (5) | The reported securities are owned directly by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel"). MPM III GP and MPM III LLC are the direct and indirect general partners of BV Parallel. The reporting person is a member of MPM III LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| (6) | The reported securities are owned directly by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"). The reporting person is a member of AM 2003. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| (7) | The reported securities are owned directly by MPM Bio IV NVS Strategic Fund, L.P. ("MPM NVS"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV IV LLC") are the direct and indirect general partners of MPM NVS. The reporting person is a member of BV IV LLC. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| (8) | Payment of an aggregate purchase price equal to the product of (i) $61.42 multiplied by (ii) the total number of reported shares of Series B Convertible Preferred Stock, entitled the purchaser to receive the reported shares of Series B Convertible Preferred Stock as well as the reported warrant exercisable for shares of Common Stock. |