UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | Â (2) | Â (2) | Common Stock | 34,014 | $ (2) | I | See footnotes (1) |
Series C Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 7,143 | $ (3) | I | See footnotes (4) |
Series C Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 351 | $ (3) | I | See footnotes (1) |
Series D Convertible Preferred Stock | Â (5) | Â (5) | Common Stock | 1,500 | $ (5) | I | See footnotes (4) |
Mandatorily Convertible Preferred Stock | Â (6) | Â (6) | Common Stock | 4,749 | $ (6) | I | See footnotes (7) |
Mandatorily Convertible Preferred Stock | Â (6) | Â (6) | Common Stock | 23 | $ (6) | I | See footnotes (4) |
Mandatorily Convertible Preferred Stock | Â (6) | Â (6) | Common Stock | 50 | $ (6) | I | See footnotes (8) |
Mandatorily Convertible Preferred Stock | Â (6) | Â (6) | Common Stock | 92 | $ (6) | I | See footnotes (9) |
Mandatorily Convertible Preferred Stock | Â (6) | Â (6) | Common Stock | 109 | $ (6) | I | See footnotes (10) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sanderling Venture Partners IV, L.P. 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402 |
 |  X |  |  |
Sanderling Ventures Management IV 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402 |
 |  X |  |  |
SANDERLING VENTURES MANAGEMENT V 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402 |
 |  X |  |  |
Sanderling Ventures Management VI 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402 |
 |  X |  |  |
Sanderling VI Limited Partnership 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402 |
 |  X |  |  |
Sanderling Venture Partners VI Co Investment Fund LP 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402 |
 |  X |  |  |
Sanderling VI Beteiligungs GmbH & Co KG 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402 |
 |  X |  |  |
See Ex. 99.1 | 03/17/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | By Sanderling Ventures Management IV. Fred Middleton, a member of the Issuer's board of directors is an owner of Sanderling Ventures Management IV and has voting and investment power over the shares held by Sanderling Ventures Management IV. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
(2) | Series B Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of one share of Common Stock for every two shares of Series B Preferred Stock, for no additional consideration. |
(3) | Series C Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of one share of Common Stock for every two shares of Series C Preferred Stock, for no additional consideration. |
(4) | By Sanderling Ventures Management V. Fred Middleton, a member of the Issuer's board of directors is an owner of Sanderling Ventures Management V and has voting and investment power over the shares held by Sanderling Ventures Management V. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
(5) | Series D Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of one share of Common Stock for every two shares of Series D Preferred Stock, for no additional consideration. |
(6) | Mandatorily Convertible Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of one share of Mandatorily Convertible Preferred Stock for every 66.88 shares of Common Stock, for no additional consideration. |
(7) | By Sanderling Venture Partners VI Co-Investment Fund, L.P. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil, Mills & Associates VI, LLC the sole general partner of Sanderling Venture Partners VI Co-Investment Fund, L.P and has voting and investment power over the shares held by Sanderling Venture Partners VI Co-Investment Fund, L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
(8) | By Sanderling Ventures Management VI. Fred Middleton, a member of the Issuer's board of directors is an owner of Sanderling Ventures Management VI and has voting and investment power over the shares held by Sanderling Ventures Management VI. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
(9) | By Sanderling VI Beteilingungs GmbH & Co KG. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil, Mills & Associates VI, LLC the sole general partner of Sanderling VI Beteilingungs GmbH & Co KG and has voting and investment power over the shares held by Sanderling VI Beteilingungs GmbH & Co KG. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
(10) | By Sanderling VI Limited Partnership. Fred Middleton, a member of the Issuer's board of directors is a general partner of Middleton, McNeil, Mills & Associates VI, LLC the sole general partner of Sanderling VI Limited Partnership and has voting and investment power over the shares held by Sanderling VI Limited Partnership. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |