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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 | ||||||||
Series B Convertible Preferred Stock | (1) | 02/09/2011 | C | 3,695 | (1) | (1) | Common Stock | 3,695 | (1) | 0 | I | By Sanderling Ventures Management V (3) (4) | |||
Series C-1 Convertible Preferred Stock | (1) | 02/09/2011 | C | 3,695 | (1) | (1) | Common Stock | 3,695 | (1) | 0 | I | By Sanderling Ventures Management V (3) (4) | |||
Series C-2 Convertible Preferred Stock | (1) | 02/09/2011 | C | 4,927 | (1) | (1) | Common Stock | 4,927 | (1) | 0 | I | By Sanderling Ventures Management V (3) (4) | |||
Series C-3 Convertible Preferred Stock | (1) | 02/09/2011 | C | 5,001 | (1) | (1) | Common Stock | 5,001 | (1) | 0 | I | By Sanderling Ventures Management V (3) (4) | |||
Series C-3 Convertible Preferred Stock | (1) | 02/09/2011 | C | 30,766 | (1) | (1) | Common Stock | 30,766 | (1) | 0 | I | By Sanderling Ventures Management VI (3) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SANDERLING VENTURES MANAGEMENT V 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
Sanderling Ventures Management VI 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X |
/s/ Fred A. Middleton, Owner | 02/11/2011 | |
**Signature of Reporting Person | Date | |
/s/ Fred A. Middleton, Owner | 02/10/2011 | |
**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) | Each share of the Issuer's Series A-1, Series A-2, Series B, Series C-1, Series C-2 and Series C-3 Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. |
(2) | 44,502 shares held by Sanderling Ventures Management V are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation. |
(3) | Mr. Middleton disclaims beneficial ownership of the shares directly held by the entities affiliated with Sanderling except to the extent of his individual pecuniary interest therein. |
(4) | Fred Middleton is the owner of Sanderling Ventures Management V and Sanderling Ventures Management VI Partnership and he may be deemed to have voting and investment power over shares held of record by Sanderling Ventures Management V and Sanderling Ventures Management VI Partnership. |