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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) | 09/30/2013 | C | 2,806,937 (4) | (1) | (1) | Common Stock | 2,806,937 (4) | (1) | 0 | D | ||||
| Series B Preferred Stock | (2) | 09/30/2013 | C | 398,208 (5) | (2) | (2) | Common Stock | 398,208 (5) | (2) | 0 | D | ||||
| Series C Preferred Stock | (3) | 09/30/2013 | C | 206,756 (6) | (3) | (3) | Common Stock | 206,756 (6) | (3) | 0 | D | ||||
| Series A Preferred Stock Warrant | (7) | 09/30/2013 | C | 13,670 (7) | (7) | 06/18/2017 | Common Stock | 13,670 (7) | $ 0 | 0 | D | ||||
| Common Stock Warrant | $ 0.059 | 09/30/2013 | C | 13,670 (7) | (8) | 06/18/2017 | Common Stock | 13,670 (7) | (7) | 13,670 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HBM Healthcare Investments (Cayman) Ltd. GOVERNORS SQUARE, SUITE #4-212-2 23 LIME TREE BAY AVE., WEST BAY GRAND CAYMAN, E9 00000 |
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| /s/ Jean-Marc Lesieur, Director | 10/03/2013 | |
| **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 Series A Preferred Stock automatically converted into Common Stock on a 1 for 5.9 reverse split basis upon the closing of the Issuer's firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "IPO") and had no expiration date. |
| (2) | Each share of Series B Preferred Stock automatically converted into Common Stock on a 1 for 5.9 reverse split basis upon the closing of the Issuer's IPO and had no expiration date. |
| (3) | Each share of Series C Preferred Stock automatically converted into Common Stock on a 1 for 5.9 reverse split basis upon the closing of the Issuer's IPO and had no expiration date. |
| (4) | Includes 370,591 shares of Common Stock issued upon the closing of the Issuer's IPO for stock dividends that accrued on the Series A Preferred Stock prior to conversion. |
| (5) | Includes 45,101 shares of Common Stock issued upon the closing of the Issuer's IPO for stock dividends that accrued on the Series B Preferred Stock prior to conversion. |
| (6) | Includes 1,782 shares of Common Stock issued upon the closing of the Issuer's IPO for stock dividends that accrued on the Series C Preferred Stock prior to conversion. |
| (7) | The Series A Preferred Stock Warrant converted to a Common Stock Warrant in connection with the closing of the Issuer's IPO. The number of shares of the Common Stock Warrant includes an adjustment to account for additional shares of Common Stock issued as accrued stock dividends in connection with the closing of the issuer's IPO. |
| (8) | Immediately exercisable. |
| (9) | Pursuant to the issuer's fourth amended and restated certificate of incorporation as amended, all shares of the Issuer's preferred stock were aggregated across series for purposes of conversion to Common Stock resulting in an additional whole share being issued as a result of the aggregation of fractional shares across series. |