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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 | ||||||||
Warrants | $ 5 | 07/24/2006 | P | 555,556 | 07/24/2006 | 07/24/2012 | Common Stock | 555,556 | $ 0 (2) | 555,556 | I | By Fund (1) | |||
Stock Option (right to buy) | $ 3.88 | 07/24/2006 | A | 35,000 | (3) | 07/23/2016 | Common Stock | 35,000 | $ 0 | 35,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Johann Peter C/O NGN CAPITAL LLC BERGHEIMER STR. 89A HEIDELBURG, 2M D-69115 |
X |
/s/Christy Reyes, Attorney-in-Fact | 07/26/2006 | |
**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) | Consists of: (i) 1,289,778 shares of common stock and warrants to purchase 322,445 shares of common stock held of record by NGN BioMed Opportunity I, L.P.("NGN BioMed") and (ii) 932,444 shares of common stock and warrants to purchase 233,111 shares of common stock held of record by NGN BioMed Opportunity I GMBH & CO Beteiligungs KG ("NGN BioMed GMBH"), which in each case were acquired on July 24, 2006. The reporting person is a Managing General Partner of NGN Capital LLC, which is the general partner of the general partner of NGN BioMed and is the managing limited partner of NGN BioMed GMBH. The reporting person became a director of the Issuer upon completion of the transactions reported herein. |
(2) | The warrants were received in connection with the purchase of the common stock reported in Table I for no additional separate consideration. |
(3) | The option vests over three years, in 36 equal monthly installments. |