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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 | (2) | 11/12/2014 | C | 1,000,213 (1) | (6) | (7) | Common Stock | 1,000,213 (1) (2) | $ 0 | 0 | D (3) | ||||
Series B Preferred Stock | (4) | 11/12/2014 | C | 536,572 (1) | (6) | (7) | Common Stock | 536,572 (1) (4) | $ 0 | 0 | D (3) | ||||
Series C Preferred Stock | (5) | 11/12/2014 | C | 148,555 (1) | (6) | (7) | Common Stock | 148,555 (1) (5) | $ 0 | 0 | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AMV Partners II LP 2905 PREMIERE PARKWAY, SUITE 150 DULUTH, GA 30097 |
Former 10% Beneficial Owner |
AMV PARTNERS II, L.P. By: Accuitive Medical Ventures II, LLC Its: General Partner By: /s/ Gordon Wyatt, Managing Member | 11/12/2014 | |
**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) | Reflects a 1-for-24 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement. |
(2) | Each share of Series A Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
(3) | Shares held by AMV Partners II, L.P. ("AMV"). Accuitive Medical Ventures II, LLC ("Accuitive") is the General Partner of AMV and Thomas Weldon, Charles Larsen, Gordon Wyatt and Anthony Lando are the Managing Members of Accuitive. AMV has the sole voting and dispositive power over the shares held by AMV, except to the extent that Accuitive and each of Messrs. Weldon, Larsen, Wyatt and/or Lando may be deemed to have shared power to vote or dispose of such shares. Each of Messrs. Weldon, Larsen, Wyatt and Lando disclaims beneficial ownership of all shares in which he does not have an actual pecuniary interest therein. |
(4) | Each share of Series B Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
(5) | Each share of Series C Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
(6) | The shares are immediately convertible. |
(7) | The shares do not have an expiration date. |