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 Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 49,132 | $ (1) | I | See FN (3) |
Series B Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 1,164,923 | $ (1) | I | See FN (4) |
Series C Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 19,815 | $ (1) | I | See FN (3) |
Series C Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 469,438 | $ (1) | I | See FN (4) |
Series D-1 Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 7,158 | $ (1) | I | See FN (3) |
Series D-1 Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 169,655 | $ (1) | I | See FN (4) |
Series D-2 Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 3,167 | $ (1) | I | See FN (3) |
Series D-2 Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 75,061 | $ (1) | I | See FN (4) |
Series E Converible Preferred Stock | Â (1) | Â (2) | Common Stock | 6,240 | $ (1) | I | See FN (3) |
Series E Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 147,938 | $ (1) | I | See FN (4) |
Warrant to Purchase Series B Convertible Preferred Stock | Â (5) | Â (6) | Series B Convertible Preferred Stock | 20,457 | $ 0.45 | I | See FN (3) |
Warrant to Purchase Series B Convertible Preferred Stock | Â (5) | Â (6) | Series B Convertible Preferred Stock | 485,919 | $ 0.45 | I | See FN (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Advent Life Sciences LLP 158 NORTH GOWER STREET LONDON, X0 NW1 2ND |
 |  X |  |  |
Advent Life Sciences Fund I LP 158 NORTH GOWER STREET LONDON, X0 NW1 2ND |
 |  X |  |  |
/s/ Shazad Malik, General Partner, Advent Life Sciences LLP | 03/20/2014 | |
**Signature of Reporting Person | Date | |
Shazad Malik, General Partner of Advent Life Sciences LLP acting in its capacity as Manager of Advent Life Sciences Fund I LP | 03/20/2014 | |
**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) | In connection with the completion of the Issuer's initial public offering of Common Stock, each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D-1 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1-for-11.5 basis. |
(2) | Not applicable. |
(3) | Represents securities held by Advent Life Sciences LLP. |
(4) | Represents securities held by Advent Life Sciences Fund I LP. Advent Life Sciences LLP is the general partner of Advent Life Sciences Fund I LP. |
(5) | In connection with the completion of the Issuer's initial public offering of Common Stock the warrant to purchase Series B Convertible Preferred Stock shall automatically convert into a warrant to purchase Common Stock on a 1-for-11.5 basis. |
(6) | The warrant shall expire on the earlier of October 12, 2017 or the closing of the Issuer's initial public offering. |