UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B-2 Convertible Preferred Stock | 02/14/2014 | Â (1) | Common Stock | 2,279,380 | $ (1) | D (2) | Â |
Series B-2 Convertible Preferred Stock | 02/14/2014 | Â (1) | Common Stock | 1,107,130 | $ (1) | I | See footnote (3) |
Common Stock Warrant | 02/14/2014 | 02/14/2019 | Common Stock | 569,845 | $ 6.142 | D (2) | Â |
Common Stock Warrant | 02/14/2014 | 02/14/2019 | Common Stock | 276,783 | $ 6.142 | I | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
F2 Bioscience IV L.P. UGLAND HOUSE, SOUTH CHURCH STREET PO BOX 309 GEORGE TOWN, E9 KY1-1104 |
 |  X |  |  |
F2 Bio Ventures V L.P. KINGSTON CHAMBERS, P.O. BOX 173 ROAD TOWN, TORTOLA, D8 VG1110 |
 |  X |  |  |
F2 Bioscience IV GP Ltd. UGLAND HOUSE, SOUTH CHURCH STREET PO BOX 309 GEORGE TOWN, E9 KY1-1104 |
 |  X |  |  |
F2 Bio Ventures GP Ltd. KINGSTON CHAMBERS, P.O. BOX 173 ROAD TOWN, TORTOLA, D8 VG1110 |
 |  X |  |  |
Globeways Holdings Ltd 3RD FLOOR, GENEVE PLACE, WATERFRONT DR. PO BOX 3175 ROAD TOWN, TORTOLA, D8 |
 |  X |  |  |
/s/ Morag Law, Attorney in Fact under Power of Attorney for F2 Bioscience IV L.P. | 02/21/2014 | |
**Signature of Reporting Person | Date | |
/s/ Morag Law, Attorney in Fact under Power of Attorney for F2 Bio Ventures V L.P. | 02/21/2014 | |
**Signature of Reporting Person | Date | |
/s/ Morag Law, Attorney in Fact under Power of Attorney for F2 Bioscience IV GP Ltd. | 02/21/2014 | |
**Signature of Reporting Person | Date | |
/s/ Morag Law, Attorney in Fact under Power of Attorney for F2 Bioventures GP Ltd. | 02/21/2014 | |
**Signature of Reporting Person | Date | |
/s/ Morag Law, Attorney in Fact under Power of Attorney for Globeways Holdings Ltd. | 02/21/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Each share of the Series B Convertible Preferred Stock has no expiration date and is convertible at any time, in whole or in part, at the election of the holder at a conversion rate of 10 shares of Common Stock for every 1 share of Series B-2 Convertible Preferred Stock. |
(2) | The reported securities are owned directly by F2 Bioscience IV L.P. ("F2 IV"). Each of F2 Bioscience IV GP Ltd. ("F2 IV GP"), Katherine Priestley, Globeways Holdings Ltd ("Globeways") and F2 Capital Limited ("F2 Capital") are indirect beneficial owners of the reported securities. F2 IV GP is the General Partner of F2 IV. Katherine Priestley and Globeways are members of F2 IV GP. F2 Capital is an investment adviser to F2 IV. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(3) | The reported securities are owned directly by F2 Bio Ventures V L.P. ("F2 Bio"). Each of F2 Bio Ventures GP Ltd., Globeways and F2 Capital are indirect beneficial owners of the reported securities. F2 Bio Ventures GP Ltd. is the General Partner of F2 Bio. Globeways is the sole member of F2 Bio Ventures GP Ltd. F2 Capital is an investment adviser to F2 V. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |