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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-2 Convertible Preferred Stock | (1) | 02/14/2014 | P | 227,938 | 02/14/2014 | (1) | Common Stock | 2,279,380 | $ 61.42 (2) | 227,938 | I | See footnote (3) | |||
Series B-2 Convertible Preferred Stock | (1) | 02/14/2014 | P | 110,713 | 02/14/2014 | (1) | Common Stock | 1,107,130 | $ 61.42 (2) | 110,713 | I | See footnote (4) | |||
Common Stock Warrant | $ 6.142 | 02/14/2014 | P | 569,845 | 02/14/2014 | 02/14/2019 | Common Stock | 569,845 | (2) | 569,845 | I | See footnote (3) | |||
Common Stock Warrant | $ 6.142 | 02/14/2014 | P | 276,783 | 02/14/2014 | 02/14/2019 | Common Stock | 276,783 | (2) | 276,783 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
F2 Capital Ltd PO BOX 3175 ROAD TOWN TORTOLA, D8 VG 1110 |
X | |||
Priestley Katherine 3RD FLOOR, DEVON HOUSE 12-15 DOWGATE HILL LONDON, X0 SW1H 9BL |
X |
/s/ F2 Capital Ltd | 02/21/2014 | |
**Signature of Reporting Person | Date | |
/s/ Katherine Priestley | 02/21/2014 | |
**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) | Each share of the Series B-2 Convertible Preferred Stock has no expiration date and is convertible at any time, in whole or in part, at the election of the holder at a conversion rate of 10 shares of Common Stock for every 1 share of Series B-2 Convertible Preferred Stock. |
(2) | Payment of an aggregate purchase price equal to the product of (i) $61.42 multiplied by (ii) the total number of reported shares of Series B-2 Convertible Preferred Stock, entitled the purchaser to receive the reported shares of Series B-2 Convertible Preferred Stock as well as the reported warrant exercisable for shares of Common Stock. |
(3) | The reported securities are owned directly by F2 Bioscience IV L.P. ("F2 IV"). Each of F2 Biosciences IV GP Ltd. ("F2 IV GP"), Katherine Priestley, Globeways Holdings Limited ("Globeways") and F2 Capital Limited ("F2 Capital") are indirect beneficial owners of the reported securities. F2 IV GP is the General Partner of F2 IV. Katherine Priestley and Globeways are members of F2 IV GP. F2 Capital is an investment adviser to F2 IV. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(4) | The reported securities are owned directly by F2 Bio Ventures V L.P. ("F2 Bio"). Each of F2 Bio Ventures GP Ltd., Globeways and F2 Capital are indirect beneficial owners of the reported securities. F2 Bio Ventures GP Ltd. is the General Partner of F2 Bio. Globeways is the sole member of F2 Bio Ventures GP Ltd. F2 Capital is an investment adviser to F2 V. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |