|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | $ 0 (1) | 10/30/2015 | C | 315,656 | (1) | (1) | Common Stock | 315,656 | $ 0 | 0 | D (2) | ||||
Series B Preferred Stock | $ 0 (1) | 10/30/2015 | C | 286,960 | (1) | (1) | Common Stock | 286,960 | $ 0 | 0 | D (2) | ||||
Series C Preferred Stock | $ 0 (1) | 10/30/2015 | C | 102,309 | (1) | (1) | Common Stock | 102,309 | $ 0 | 0 | D (2) | ||||
Series D Preferred Stock | $ 0 (3) | 10/30/2015 | C | 70,697 | (3) | (3) | Common Stock | 73,034 | $ 0 | 0 | D (2) | ||||
Series D-1 Preferred Stock | $ 0 (1) | 10/30/2015 | C | 47,616 | (1) | (1) | Common Stock | 47,616 | $ 0 | 0 | D (2) | ||||
Series E Preferred Stock | $ 0 (4) | 10/30/2015 | C | 106,326 | (4) | (4) | Common Stock | 1,050,936 | $ 0 | 0 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARCH VENTURE FUND VI LP 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X | |||
ARCH VENTURE PARTNERS VI LP C/O ARCH VENTURE PARTNERS 8725 W. HIGGINS RD #290 CHICAGO, IL 60631 |
X | |||
ARCH VENTURE PARTNERS VI LLC C/O ARCH VENTURE PARTNERS 8725 W. HIGGINS RD #290 CHICAGO, IL 60631 |
X | |||
BYBEE CLINTON ARCH VENTURE PARTNERS 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X | |||
NELSEN ROBERT ARCH VENTURE PARTNERS 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X |
/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund VI, L.P. | 11/03/2015 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner ARCH Venture Partners VI, L.P. | 11/03/2015 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of ARCH Venture Partners VI, LLC | 11/03/2015 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell as Attorney-in-Fact for Clinton Bybee | 11/03/2015 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell as Attorney-in-Fact for Robert Nelsen | 11/03/2015 | |
**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) | In connection with the consummation of the Issuer's initial public offering on October 30, 2015, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D-1 Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated. |
(2) | These shares are owned directly by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"). The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"). The Managing Directors of ARCH VI LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VI. Mr. Crandell is a member of the Issuer's Board of Directors. Each of ARCH Partners VI, ARCH VI LLC and the Managing Directors disclaim beneficial ownership of these securities, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that ARCH Partners VI, ARCH VI LLC and such Managing Directors are the beneficial owners of such securities for Section 16 or any other purpose. |
(3) | In connection with the consummation of the Issuer's initial public offering on October 30, 2015, each share of Series D Preferred Stock automatically converted into 1.0330576 shares of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated. |
(4) | In connection with the consummation of the Issuer's initial public offering on October 30, 2015, each share of Series E Preferred Stock automatically converted into 9.8841 shares of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated. |