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 | ||||
Warrants to Purchase Common Stock | Â (2) | 08/08/2012 | Common Stock | 2,632,198 | $ 1.02 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RA CAPITAL MANAGEMENT, LLC 111 HUNTINGTON AVENUE, SUITE 610 BOSTON, MA 02199 |
 |  X |  |  |
ALDRICH RICHARD C/O RA CAPITAL MANAGEMENT, LLC 111 HUNTINGTON AVENUE, SUITE 610 BOSTON, MA 02199 |
 |  X |  |  |
Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, LLC 111 HUNTINGTON AVENUE, SUITE 610 BOSTON, MA 02199 |
 |  X |  |  |
RA Capital Biotech Fund II, L.P. C/O RA CAPITAL MANAGEMENT, LLC 111 HUNTINGTON AVENUE, SUITE 610 BOSTON, MA 02199 |
 |  X |  |  |
RA Capital Biotech Fund LP C/O RA CAPITAL MANAGEMENT, LLC 111 HUNTINGTON AVENUE, SUITE 610 BOSTON, MA 02199 |
 |  X |  |  |
/s/ Peter Kolchinsky Manager of RA Capital Management LLC, | 08/14/2007 | |
**Signature of Reporting Person | Date | |
/s/ Richard H. Aldrich | 08/14/2007 | |
**Signature of Reporting Person | Date | |
/s/ Peter Kolchinsky | 08/14/2007 | |
**Signature of Reporting Person | Date | |
/s/ Peter Kolchinsky | 08/14/2007 | |
**Signature of Reporting Person | Date | |
/s/ Peter Kolchinsky | 08/14/2007 | |
**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) | These shares represent 7,388,202 shares held by RA Capital Biotech Fund, L.P. ("Fund I"), and 132,362 shares held by RA Capital Biotech Fund II, L.P. ("Fund II"). RA Capital Management, LLC (the "General Partner") is the general partner of each of Fund I and Fund II, and Richard H. Aldrich and Peter Kolchinsky are the sole managers of RA Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
(2) | These warrants are exerciseable for cash, provided, however, that the warrants are not exerciseable to the extent the holder of any such warrant, together with any affiliates, holds or beneficially owns more than 9.99% of the outstanding Common Stock of the issuer, unless such restriction is waived by the holder upon not less than 61 days written notice to the issuer. |
(3) | These warrants represent the right for RA Capital Biotech Fund, L.P. ("Fund I") to acquire 2,585,871 additional shares of Common Stock and for RA Capital Biotech Fund II, L.P. ("Fund II") to acquire 46,327 additional shares of Common Stock, in each case upon the terms and conditions set forth in such warrant. RA Capital Management, LLC (the "General Partner") is the general partner of each of Fund I and Fund II, and Richard H. Aldrich and Peter Kolchinsky are the sole managers of RA Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |