|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (2) | 06/05/2013 | C | 6,930,000 (1) | (2) | (2) | Common Stock | 2,309,998 (1) | (2) | 0 | I | See footnote (1) | |||
Series B Preferred Stock | (2) | 06/05/2013 | C | 1,176,472 (4) | (2) | (2) | Common Stock | 392,156 (4) | (2) | 0 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X |
/s/ Luke Evnin | 06/06/2013 | |
**Signature of Reporting Person | Date | |
/s/ Ansbert Gadicke | 06/06/2013 | |
**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) | The shares, on a common stock equivalent basis, were converted as follows: 1,850,799 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 71,303 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 52,628 by MPM Asset Management Investors BV4 LLC ("AM BV4") and 335,268 shares by MPM BioVentures IV Strategic Fund, L.P. ("BV IV SF"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP, BV IV KG and BV IV SF and BV LLC is the manager of AM BV4. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian,James Paul Scopa, Todd Foley and John Vander Vort are the members of BV LLC. |
(2) | The Series A Preferred Stock and Series B Preferred Stock converted into the Issuer's common stock on a 1-for-3 basis upon the closing of the Issuer's initial public offering without payment of further consideration. The shares had no expiration date. |
(3) | The shares are held as follows: 2,016,806 by BV IV QP, 77,698 by BV IV KG, 57,348 by AM BV4 and 336,477 shares by BV IV SF. Each Reporting Person disclaims beneficial of the securities except to the extent of his or its respective pecuniary interest therein. |
(4) | The shares, on a common stock equivalent basis, were converted as follows: 312,152 by BV IV QP, 12,026 by BV IV KG, 8,876 by AM BV4 and 59,102 shares by BV IV SF. |
(5) | The shares are held as follows: 2,328,958 by BV IV QP, 89,724 by BV IV KG, 66,224 by AM BV4 and 395,579 shares by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
Remarks: See Form 4 for MPM BioVentures IV-QP, L.P. for additional members of this joint filing. |