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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 Convertible Preferred Stock | (4) | 10/27/2014 | C | 4,468,482 | (4) | (4) | Common Stock | 335,680 (5) | $ 0 | 0 | D (2) | ||||
Series A Convertible Preferred Stock | (4) | 10/27/2014 | C | 1,531,518 | (4) | (4) | Common Stock | 115,051 (5) | $ 0 | 0 | I | By TVM Life Science Ventures VI, L.P. (3) | |||
Series A-1 Convertible Preferred Stock | (6) | 10/27/2014 | C | 2,092,735 | (6) | (6) | Common Stock | 160,779 (5) | $ 0 | 0 | D (2) | ||||
Series A-1 Convertible Preferred Stock | (6) | 10/27/2014 | C | 717,260 | (6) | (6) | Common Stock | 55,105 (5) | $ 0 | 0 | I | By TVM Life Science Ventures VI, L.P. (3) | |||
Series B Convertible Preferred Stock | (7) | 10/27/2014 | C | 2,436,618 | (7) | (7) | Common Stock | 189,063 (5) | $ 0 | 0 | D (2) | ||||
Series B Convertible Preferred Stock | (7) | 10/27/2014 | C | 835,121 | (7) | (7) | Common Stock | 64,799 (4) | $ 0 | 0 | I | By TVM Life Science Ventures VI, L.P. (3) | |||
Series C Convertible Preferred Stock | (8) | 10/27/2014 | C | 2,331,391 | (8) | (8) | Common Stock | 180,898 (5) | $ 0 | 0 | D (2) | ||||
Series C Convertible Preferred Stock | (8) | 10/27/2014 | C | 799,043 | (8) | (8) | Common Stock | 61,999 (5) | $ 0 | 0 | I | By TVM Life Science Ventures VI, L.P. (3) | |||
Series D Convertible Preferred Stock | (9) | 10/27/2014 | C | 3,727,823 | (9) | (9) | Common Stock | 234,897 (5) | $ 0 | 0 | D (2) | ||||
Series D Convertible Preferred Stock | (10) | 10/27/2014 | C | 1,277,663 | (10) | (10) | Common Stock | 80,508 (5) | $ 0 | 0 | I | By TVM Life Science Ventures VI, L.P. (3) | |||
Warrants (Right to Buy) | $ 4.6023 | 10/27/2014 | X | 116,511 | (11) | (11) | Common Stock | 116,511 (5) | $ 0 | 0 | D (2) | ||||
Warrants (Right to Buy) | $ 4.6023 | 10/27/2014 | X | 39,932 | (12) | (12) | Common Stock | 39,932 (5) | $ 0 | 0 | I | By TVM Life Science Ventures VI, L.P. (3) | |||
Option (Right to Purchase) | (13) | 10/27/2014 | J | 1,316,683 | (13) | (13) | Series D Convertible Preferred Stock | 82,966 (5) | (13) | 0 | D (2) | ||||
Option (Right to Purchase) | (14) | 10/27/2014 | J | 451,276 | (14) | (14) | Series D Convertible Preferred Stock | 28,455 (5) | (14) | 0 | I | By TVM Life Science Ventures VI, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TVM Life Science Ventures VI GmbH & Co KG C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333 |
X | |||
Fischer Stefan C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333 |
X | |||
Goll Alexandra C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333 |
X | |||
SCHUHSLER HELMUT C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333 |
X | |||
TVM Life Science Ventures VI LP C/O TVM CAPITAL GROUP OTTOSTRASSE 4 MUNICH, 2M 80333 |
X |
TVM Life Science Ventures VI GMBH & Co. KG /s/ Josef Moosholzer, Treasurer of Techno Ventures Management LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI GMBH & Co. KG | 10/29/2014 | |
**Signature of Reporting Person | Date | |
TVM Life Science Ventures VI L.P /s/ Josef Moosholzer, Treasurer of Techno Ventures Management LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI L.P | 10/29/2014 | |
**Signature of Reporting Person | Date | |
/s/ Rolf Starck by power of attorney for Stefan Fischer | 10/29/2014 | |
**Signature of Reporting Person | Date | |
/s/ Rolf Starck by power of attorney for Alexandra Goll | 10/29/2014 | |
**Signature of Reporting Person | Date | |
/s/ Rolf Starck by power of attorney for Helmut Schuhsler | 10/29/2014 | |
**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) | These shares were purchased in connection with the Issuer's initial public offering of Common Stock. |
(2) | The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler") and Stefan Fischer ("Fischer") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. Fischer, Goll and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. |
(3) | The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). Birner, Goll, Schuhsler, Fischer and Polack are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management, Fischer, Goll and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI LP, except to the extent of any pecuniary interest therein, if any. |
(4) | Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.19 basis without payment of further consideration and with no expiration date. |
(5) | Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014. |
(6) | Upon the closing of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.22 basis without payment of further consideration and has no expiration date. |
(7) | Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. |
(8) | Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1.23 basis without payment of further consideration and has no expiration date. |
(9) | Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 5,837 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation. |
(10) | Upon the closing of the Issuer's initial public offering, each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis (without payment of further consideration and with no expiration date) plus an additional 2,000 incremental shares as a result of an adjustment as provided for in the Company's certificate of incorporation. |
(11) | Upon the closing the Issuer's initial public offering, TVM VI exercised their warrants with cash to purchase common stock. |
(12) | Upon the closing the Issuer's initial public offering, TVM VI LP exercised their warrants with cash to purchase common stock. |
(13) | TVM VI had a right to purchase shares of Series D Convertible Preferred Stock under the Series D Purchase Agreement at a price of $0.588656, which right to purchase ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (9) above. |
(14) | TVM VI LP had a right to purchase shares of Series D Convertible Preferred Stock under the Series D Purchase Agreement at a price of $0.588656, which right to purchase ceased to be exercisable upon the initial filing of the Issuer's registration statement for its initial public offering, and terminated upon the completion of the Issuer's initial public offering of Common Stock. Each share of Series D Preferred Stock issuable upon exercise of the right to purchase would have been convertible into shares of the Issuer's common stock as described in footnote (10) above. |