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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 D Convertible Preferred Stock | (3) | 05/11/2015 | C | 36,546,366 | (3) | (3) | Common Stock | 340,314 | $ 0 | 0 | I | By S.R. One Limited (2) | |||
Series E Convertible Preferred Stock | (3) | 05/11/2015 | C | 15,227,653 | (3) | (3) | Common Stock | 141,797 | $ 0 | 0 | I | By S.R. One Limited (2) | |||
Subordinated Convertible Promissory Note | (5) | 05/11/2015 | C | 110,755 | (5) | 03/31/2016 | Common Stock | 110,755 | $ 0 | 0 | I | By S.R. One Limited (2) | |||
Series E Convertible Preferred Stock Warrant (Right to Buy) | (6) | 05/11/2015 | C | 2,784,593 | (6) | 01/14/2022 | Common Stock | 2,784,593 | $ 0 | 0 | I | By S.R. One Limited (2) | |||
Common Stock Warrant (Right to Buy) | (6) | 05/11/2015 | C | 43,538 | (6) | 01/14/2022 | Common Stock | 43,538 | $ 0 | 43,538 | I | By S.R. One Limited (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GLAXOSMITHKLINE PLC 980 GREAT WEST ROAD BRENTFORD, MIDDLESEX, TW8 9GS |
X |
/s/ Victoria A. Whyte, Company Secretary | 05/13/2015 | |
**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) | Shares purchased in the Issuer's initial public offering at the initial public offering price of $14.00 per share. |
(2) | Shares are held of record by S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc (Reporting Person). |
(3) | Each share of Series D Convertible Preferred Stock and Series E Convertible Preferred Stock, including all accrued cumulative and unpaid dividends thereon, converted automatically into Common Stock on a 1-for-107.39 basis, upon the closing of the Issuer's initial public offering. Both the Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock had no expiration date. |
(4) | Shares of Common Stock acquired upon payment of shares in respect of dividends accrued on Series D Convertible Preferred Stock and Series E Convertible Preferred Stock at the closing of the Issuer's initial public offering. |
(5) | 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. |
(6) | The right to receive 2,784,593 Series E Shares upon exercise of the Warrants converted automatically into a right to receive 43,538 shares of Common Stock upon exercise of the Warrants, which can be exercised at any time, at an exercise price of $14.00, upon the closing of the Issuer's initial public offering. |