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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stampacchia Otello C/O OMEGA FUND MANAGEMENT UK LLP 32 OLD BURLINGTON STREET LONDON, X0 W1S 3AT |
X |
/s/ Anne-Mari Paster, as Attorney-in-Fact for Otello Stampacchia | 02/18/2010 | |
**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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2009. |
(2) | Consists of 5,327 shares sold by Omega Fund I, L.P. ("Omega I") and 2,673 shares sold by Omega Fund III, L.P. ("Omega III"). |
(3) | Consists of 7,324 shares sold by Omega I and 3,676 shares sold by Omega III. |
(4) | Consists of 16,647 shares sold by Omega I and 8,353 shares sold by Omega III. |
(5) | Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8 to $8.10 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(6) | Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.00 to $8.00 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(7) | Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.00 to $8.08 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(8) | Consists of 1,631,631 shares beneficially owned by Omega I and 818,782 shares beneficially owned by Omega III. |
(9) | Consists of 1,624,307 shares beneficially owned by Omega I and 815,106 shares beneficially owned by Omega III. |
(10) | Consists of 1,607,660 shares beneficially owned by Omega I and 806,753 shares beneficially owned by Omega III. |
(11) | Consists of securities held directly by Omega III. Omega Fund III GP, L.P. ("Omega III GPLP") is the general partner of Omega III. Omega Fund III G.P., Ltd. ("Omega III GPLtd") is the general partner of Omega III GPLP. Omega Fund Management Limited ("Omega Management") is the sole shareholder of Omega III GPLtd. Sigma Holding Limited ("Sigma") is the sole shareholder of Omega Management. Otello Stampacchia ("Stampacchia") is the sole shareholder of Sigma and is also a director of Micromet, Inc. Stampacchia disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(12) | Consists of securities held directly by Omega I. Omega Fund GP, Ltd. ("Omega GP") is the general partner of Omega I. Omega Management is the sole shareholder of Omega GP. Sigma is the sole shareholder of Omega Management. Stampacchia is the sole shareholder of Sigma and is also a director of Micromet, Inc. Stampacchia disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |