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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 Convertible Preferred Stock | $ 0 (2) | 08/11/2010 | C | 12,903,226 | (2) | (2) | Common Stock | 1,827,208 | $ 0 | 0 | D | ||||
| Warrant (Right to Buy) | $ 7.45 | 08/20/2009 | 08/20/2016 | Common Stock | 37,524 (6) | 37,524 | D | ||||||||
| Convertible Promissory Note | $ 8 | 08/11/2010 | C | $ 3,489,007 | (3) | (3) | Common Stock | 436,125 | $ 0 | 37,524 | D | ||||
| Series A Convertible Preferred Stock | $ 0 (4) | 08/11/2010 | C | 1,792,115 | (4) | (4) | Common Stock | 286,116 | $ 0 | 0 | I | By BioAdvance Ventures, L.P. (5) | |||
| Series B Convertible Preferred Stock | $ 0 (2) | 08/11/2010 | C | 1,433,692 | (2) | (2) | Common Stock | 205,763 | $ 0 | 0 | I | By BioAdvance Ventures, L.P. (5) | |||
| Warrant (Right to Buy) | $ 7.45 | 08/20/2009 | 08/20/2016 | Common Stock | 3,127 (6) | 3,127 | I | By BioAdvance Ventures, L.P. (5) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Quaker BioVentures II LP C/O QUAKER BIOVENTURES CIRA CENTER 2929 ARCH STREET PHILADELPHIA, PA 19104 |
X | |||
| Quaker BioVentures II, L.P., By: Quaker BioVentures Capital II, L.P., its general partner, By: Quaker BioVentures Capital II, LLC, its general partner, By: /s/ Richard S. Kollender, Vice President | 08/11/2010 | |
| **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 issued upon the closing of the Issuer's initial public offering at the initial public offering price of $10.00 per share. |
| (2) | The shares of Series B Convertible Preferred Stock, including all accrued and unpaid dividends thereon, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering, and had no expiration date. |
| (3) | The Convertible Promissory Note, including all accrued and unpaid interest thereon, converted automatically into Common Stock upon the closing of the Issuer's initial public offering. |
| (4) | The shares of Series A Convertible Preferred Stock, including all accrued and unpaid dividends thereon, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering, and had no expiration date. |
| (5) | These securities are owned by BioAdvance Ventures, L.P., which is under common control with Quaker BioVentures II, L.P. Quaker BioVentures II, L.P. disclaims beneficial ownership of these securities except to the extent of its proportionate pecuniary interest therein. |
| (6) | The Series B Convertible Preferred Stock Warrants held by the reporting person and BioAdvance Ventures, L.P., each previously reported on a Form 3, converted automatically into warrants to purchase shares of Common Stock upon the closing of the Issuer's initial public offering. |