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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 | ||||||||
| Stock option (right to buy) | $ 6.47 | 09/30/2014 | A | 6,000 | (2) | 09/30/2024 | Common Stock | 6,000 | $ 0 | 6,000 | I | By Director | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Canaan VII LP 285 RIVERSIDE AVENUE SUITE 250 WESTPORT, CT 06880 |
X | X | ||
| Canaan Partners VII LLC 285 RIVERSIDE AVENUE SUITE 250 WESTPORT, CT 06880 |
X | X | ||
| Canaan VII L.P. By: Canaan Partners VII LLC its General Partner /s/ Jaime Slocum Attorney-in-Fact | 10/02/2014 | |
| **Signature of Reporting Person | Date | |
| Canaan Partners VII LLC By: /s/ Jaime Slocum Attorney-in-Fact | 10/02/2014 | |
| **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) | Shares held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Canaan VII disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of any pecuniary interest therein. |
| (2) | These options were granted to Stephen Bloch, a manager of Canaan VII and a vice president of Canaan Management, Inc. ("Canaan Management," and together with Canaan VII and the Canaan Fund, the "Canaan Entities") who serves as the representative of the Canaan Entities on the Issuer's board of directors. Options to purchase 1,000 shares became exercisable on the date of grant and the remaining 5,000 shares become exercisable in ten installments of 500 shares each on the last day of each of the ten months succeeding the grant date. Dr. Bloch, pursuant to arrangements with Canaan VII and Canaan Management, is contractually obligated to assign the value of any remuneration received for service as a director. Each of the Canaan Entities disclaims beneficial ownership in the stock options held by Dr. Bloch and shares exercisable therefrom, except to the extent, if any, of its pecuniary interest therein. |