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 |
|
| ||||||||||||||||||||||||||||||
|
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) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-1 Preferred Stock | Â (1) | Â (1) | Common Stock | 409,192 | $ (1) | D | Â |
Series A-2 Preferred Stock | Â (1) | Â (1) | Common Stock | 409,192 | $ (1) | D | Â |
Series B Preferred Stock | Â (1) | Â (1) | Common Stock | 885,696 | $ (1) | D | Â |
Convertible Promissory Note | Â (2) | Â (2) | Common Stock | (2) | $ (2) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOMAIN PARTERS VII L P C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON, NJ 08542 |
 |  X |  |  |
/s/ Kathleen K. Schoemaker, Managing Member of One Palmer Square Associates VII, LLC, General Partner of Domain Partners VII, L.P. | 11/15/2011 | |
**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) | All outstanding shares of the Issuer's preferred stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. |
(2) | The outstanding principal amount of the convertible promissory note and all accrued and unpaid interest thereon from and after May 25, 2011 will automatically convert into shares of Common Stock immediately prior to the closing of the IPO at a conversion price equal to the per share price to the public of the Common Stock sold in the IPO. |