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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) | (1) | 09/30/2013 | C | 5,271,317 | (4) | (5) | Common Stock | 1,054,262 | (1) | 0 | I | Directly owned by LVP III (2) (3) | |||
Series A Preferred Stock (1) | (1) | 09/30/2013 | C | 263,566 | (4) | (5) | Common Stock | 52,711 | (1) | 0 | I | Directly owned by Associates (2) (3) | |||
Series A Preferred Stock (1) | (1) | 09/30/2013 | C | 131,784 | (4) | (5) | Common Stock | 26,356 | (1) | 0 | I | Directly owned by Partners (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LVP GP III, LLC 1 EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO, CA 94111 |
X | |||
LATTERELL PATRICK F 1 EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO, CA 94111 |
X | |||
LVP III Associates, L.P. 1 EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO, CA 94111 |
X | |||
LVP III Partners LP 1 EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO, CA 94111 |
X | |||
LVPMC, LLC 1 EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO, CA 94111 |
X | |||
LVP LIFE SCIENCE VENTURES III L.P. 1 EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO, CA 94111 |
X |
/s/ Patrick Latterell, Manager of LVPMC, LLC and Managing Member of LVP GP III, LLC, the General Partner of LVP Life Science Ventures III, L.P., LVP III Associates, L.P. and LVP III Partners, L.P. | 10/02/2013 | |
**Signature of Reporting Person | Date | |
Patrick F. Latterell | 10/02/2013 | |
**Signature of Reporting Person | Date | |
Patrick F. Latterell, Managing Member of LVP GP III, LLC | 10/02/2013 | |
**Signature of Reporting Person | Date | |
Patrick F. Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP Partners, L.P. | 10/02/2013 | |
**Signature of Reporting Person | Date | |
Patrick F. Latterell, Manager of LVPMC, LLC | 10/02/2013 | |
**Signature of Reporting Person | Date | |
Patrick F. Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP Life Science Ventures III, L.P. | 10/02/2013 | |
**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) | The outstanding shares of Series A Preferred Stock automatically converted on a five-to-one basis into shares of Common Stock rounded down to the next whole number for no additional consideration immediately prior to the consummation of the Issuer's initial public offering. |
(2) | The reported securities are owned directly by each of LVPMC, LLC ("LVPMC"), LVP Life Science Ventures III, L.P. ("LVP III"), LVP III Associates, L.P. ("Associates") and LVP III Partners, L.P. ("Partners"). LVP GP III, LLC ("GP III") is the general partner of LVP III, Associates and Partners. (Continued on Footnote 3.) |
(3) | GP III may be deemed to have sole voting power and dispositive power over the shares held by LVP III, Associates and Partners. Each of GP III and Patrick Latterell, the managing member of GP III and the manager of LVPMC, may be deemed to share voting and dispositive power over the reported securities and disclaim beneficial ownership of the reported securities held by LVPMC, LVP III, Associates and Partners except to the extent of any pecuniary interest therein. Kenneth J. Widder, M.D., as a member of GP III, may be deemed to share voting and dispositive power over the reported securities held by LVP III, Associates and Partners, and disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. |
(4) | The securities are immediately convertible. |
(5) | The securities have no expiration date. |