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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 | |
Sanderling Venture Partners V, LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
Sanderling Venture Partners VI Co Investment Fund LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
Sanderling Venture Partners V Co Investment Fund, LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
SANDERLING V BIOMEDICAL LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
SANDERLING V BIOMEDICAL CO INVESTMENT FUND LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
SANDERLING V LTD PARTNERSHIP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
SANDERLING V BETEILIGUNGS GMBH & CO KG 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
Sanderling VI Limited Partnership 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
Sanderling VI Beteiligungs GmbH & Co KG 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X | |||
Sanderling V Strategic Exit Fund LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402 |
X |
/s/ Michael A. Sherman, Attorney-in-Fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**Signature of Reporting Person | Date | |
/s/ Michael A. Sherman, Attorney-in-fact for Middleton, McNeil & Mills Associates V, LLC (power of attorney previously filed) | 12/22/2011 | |
**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) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.14 to $3.27, inclusive. The reporting person undertakes to provide Endocyte, Inc., any security holders of Endocyte, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(2) | 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. |
(3) | Fred Middleton is a managing director of Middleton, McNeil & Mills Associates V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG, Sanderling VI Limited Partnership and Sanderling V Strategic Exit Fund, L.P. and he may be deemed to have voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG, Sanderling V Strategic Exit Fund, L.P. and Sanderling VI Limited Partnership. |
(4) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.10 to $3.21, inclusive. The reporting person undertakes to provide Endocyte, Inc., any security holders of Endocyte, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | Fred Middleton is a managing director of Middleton, McNeil & Mills Associate V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling Venture Partners V Co-Investment Fund, L.P. and he may be deemed to have voting and investment power over shares of record by Sanderling Venture Partners V Co-Investment Fund, L.P. |