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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 | ||||||||
Warrant to Purchase Common Stock (right to buy) | $ 0.04 | 12/03/2014 | X | 499 | (10) | 07/10/2016 | Common Stock | 499 | $ 0 | 0 | I | Held by NewcoGen-Long Reign Holding LLC (1) | |||
Warrant to Purchase Common Stock (right to buy) | $ 0.02 | 12/03/2014 | X | 850 | (10) | 03/28/2018 | Common Stock | 850 | $ 0 | 0 | I | Held by NewcoGen-Long Reign Holding LLC (1) | |||
Warrant to Purchase Common Stock (right to buy) | $ 0.02 | 12/03/2014 | X | 1,729 | (10) | 03/30/2020 | Common Stock | 1,729 | $ 0 | 0 | I | Held by NewcoGen-Long Reign Holding LLC (1) | |||
Warrant to Purchase Common Stock (right to buy) | $ 0.02 | 12/03/2014 | X | 1,729 | (10) | 09/27/2020 | Common Stock | 1,729 | $ 0 | 0 | I | Held by NewcoGen-Long Reign Holding LLC (1) | |||
Warrant to Purchase Common Stock (right to buy) | $ 0.02 | 12/03/2014 | X | 1,729 | (10) | 11/04/2020 | Common Stock | 1,729 | $ 0 | 0 | I | Held by NewcoGen-Long Reign Holding LLC (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AFEYAN NOUBAR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | X | ||
NewcoGen Long Reign Holding LLC C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
KANIA EDWIN M JR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
Flagship Ventures Management, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
NewcoGen Group, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X |
/s/ Noubar Afeyan | 12/05/2014 | |
**Signature of Reporting Person | Date | |
/s/ Noubar Afeyan, Authorized Signatory for NewcoGen-Long Reign Holding LLC | 12/05/2014 | |
**Signature of Reporting Person | Date | |
/s/ Edwin M. Kania, Jr. | 12/05/2014 | |
**Signature of Reporting Person | Date | |
/s/ Noubar Afeyan, Authorized Signatory for Flagship Ventures Management, Inc. | 12/05/2014 | |
**Signature of Reporting Person | Date | |
/s/ Noubar Afeyan, Authorized Signatory for NewcoGen Group, Inc. | 12/05/2014 | |
**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) | NewcoGen Group, Inc. ("NG") is the manager of each of NewcoGen Group LLC ("NGG"), NewcoGen Equity Investors LLC ("NEI") and NewcoGen-Long Reign Holding LLC ("NGLRH", and together with NGG and NEI, the "NewcoGen Funds"). NG is also the general partner of AGTC Partners, L.P., which is the general partner of AGTC Advisors Fund, L.P. ("AGTCA") and Applied Genomic Technology Capital Fund L.P. ("AGTCF", and together with AGTCA, the "AGTC Funds"). NG is a wholly-owned subsidiary of Flagship Ventures Management, Inc. ("Flagship"). Noubar Afeyan and Edwin M. Kania, Jr. are directors of Flagship and may be deemed to beneficially own the securities held by the NewcoGen Funds and the AGTC Funds. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(2) | On December 3, 2014, NGLRH exercised a warrant to purchase 499 shares of Common Stock for $0.04 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 39 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 460 shares. |
(3) | The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date. |
(4) | On December 3, 2014, NGLRH exercised a warrant to purchase 850 shares of Common Stock for $0.02 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 32 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 818 shares. |
(5) | On December 3, 2014, NGLRH exercised a warrant to purchase 1,729 shares of Common Stock for $0.02 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 63 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 1,666 shares. |
(6) | On December 3, 2014, NGLRH exercised a warrant to purchase 1,729 shares of Common Stock for $0.02 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 63 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 1,666 shares. |
(7) | On December 3, 2014, NGLRH exercised a warrant to purchase 1,729 shares of Common Stock for $0.02 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 63 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 1,666 shares. |
(8) | In addition to the cashless exercises of the warrants reported above, this Form 4 is being filed to report a pro-rata distribution by NGLRH for no consideration to its sole member. The beneficial ownership of the entities named in this Form 4, other than the Reporting Persons filing this Form 4, did not change as a result of this transaction. |
(9) | Noubar Afeyan and Edwin M. Kania, Jr. are managers of Flagship Ventures 2007 General Partner, LLC, which is the general partner of Flagship Ventures Fund 2007, L.P., and may be deemed to beneficially own the securities held by Flagship Ventures Fund 2007, L.P. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(10) | This warrant is immediately exercisable. |