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 | ||||
Warrant (Right to Buy) | 01/22/2009 | 01/21/2014 | Common Stock | 37,190 | $ 2.69 | I | See footnote (2) |
Warrant (Right to Buy) | 12/29/2010 | 12/29/2017 | Common Stock | 41,840 | $ 13.44 | I | See footnote (3) |
Series A Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 1,487,680 | $ (4) | I | See footnote (5) |
Convertible Promissory Note | Â (6) | Â (6) | Common Stock | 712,567 | $ (6) | I | See footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KAILIAN VAUGHN M 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/ Vaughn M. Kailian | 02/01/2011 | |
**Signature of Reporting Person | Date | |
/s/ Ansbert Gadicke | 02/01/2011 | |
**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) | The shares are held as follows: 87,144 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 3,357 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG") and 2,479 by MPM Asset Management Investors BV4 LLC ("AM BV4"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. Vaughn M. Kailian, Ansbert Gadicke, Luke Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski and John Vander Vort are the members of the general partner of BV IV QP, BV IV KG and members of AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein. |
(2) | The warrants are held as follows: 34,857 by BV IV QP, 1,342 by BV IV KG and 991 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein. |
(3) | The warrants are held as follows: 39,215 by BV IV QP, 1,510 by BV IV KG and 1,115 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein. |
(4) | Each share of Series A Convertible Preferred Stock has no expiration date, is convertible at any time, in whole or in part, at the election of the holder, and will automatically convert upon the closing of the Issuer's initial public offering at a conversion ratio of 0.09298 shares of Common Stock for every 1 share of Series A Convertible Preferred Stock rounded down to the next whole number, for no additional consideration. |
(5) | The shares on a post-conversion basis are held as follows: 1,394,315 by BV IV QP, 53,717 by BV IV KG and 39,648 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein. |
(6) | All principal and accrued interest on the Notes will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering. |
(7) | The notes are held in the principal amount as follows: $8,200,858 by BV IV QP, $315,945 by BV IV KG and $233,196 by AM BV4. The principal and accrued interest of the notes is convertible into the following shares of Common Stock upon the closing of the Issuer's initial public offering: 667,848 by BV IV QP, 25,729 by BV IV KG and 18,990 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein. |
 Remarks: See Form 4 for MPM BioVentures IV-QP, L.P. for additional members of this joint filing. |