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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 A Preferred Stock | (1) (2) | 10/16/2012 | (3) | C | 13,888,889 | (1)(2) | (1)(2) | Common Stock | 2,403,837 | $ 0 | 0 | D | |||
Series A Preferred Stock | (1) (2) | 10/16/2012 | (3) | C | 13,888,889 | (1)(2) | (1)(2) | Common Stock | 2,403,837 | $ 0 | 0 | D | |||
Series C Preferred Stock | (1) (2) | 10/16/2012 | (3) | C | 4,500,000 | (1)(2) | (1)(2) | Common Stock | 778,843 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Genextra S.p.A. VIA G. DE GRASSI, 11 MILAN, L6 20123 |
X |
/s/ Barbara Duncan, as Attorney-in-fact | 10/16/2012 | |
**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) | Immediately prior the completion of the Issuer's initial public offering (the "IPO"), the reporting person beneficially owned 13,888,889 shares of the Issuer's Series A Preferred Stock, 13,888,889 shares of the Issuer's Series B Preferred Stock and 4,500,000 shares of the Issuer's Series C Preferred Stock. The Issuer's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock had no expiration date, and were converted into the Issuer's common stock, without the payment of additional consideration, upon the closing of the Issuer's IPO based on the conversion rate then in effect, as determined in accordance with the Issuer's Restated Certificate of Incorporation, as amended. |
(2) | Upon the closing of the IPO, all 13,888,889 shares of Series A Preferred Stock, 13,888,889 shares of Series B Preferred Stock and 4,500,000 shares of Series C Preferred Stock held by Genextra S.p.A. were converted into 2,403,837 shares of common stock, 2,403,837 shares of common stock and 778,843 shares of common stock, respectively (or a conversion rate of 1-for-5.7778), and such conversion is reflected in the amount of common stock underlying the securities. |
(3) | Not applicable. |