|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-1 Convertible Preferred Stock | (1) | 10/16/2013 | C | 12,001,000 | (1) | (1) | Common Stock | 962,819 | (1) | 0 | I | See Footnote (2) | |||
| Series B Convertible Preferred Stock | (3) | 10/16/2013 | C | 10,131,856 | (3) | (3) | Common Stock | 615,284 | (3) | 0 | I | See Footnote (4) | |||
| Series C Convertible Preferred Stock | (5) | 10/16/2013 | C | 5,547,611 | (5) | (5) | Common Stock | 295,494 | (5) | 0 | I | See Footnote (6) | |||
| Series D-2 Convertible Preferred Stock | (5) | 10/16/2013 | C | 613,402 | (5) | (5) | Common Stock | 32,671 | (5) | 0 | I | See Footnote (7) | |||
| Series D-2 Convertible Preferred Warrants | (5) | 10/16/2013 | X | 46,005 | (10) | 10/16/2013 | Common Stock | 2,448 | (8) | 0 | I | See Footnote (9) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ORONSKY ARNOLD L C/O MACROGENICS, INC. 9640 MEDICAL CENTER DRIVE ROCKVILLE, MD 20850 |
X | |||
| /s/ Lynn Cilinski, attorney-in-fact | 10/18/2013 | |
| **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) | Each share of Series A-1 Convertible Preferred Stock converted into approximately 0.0802 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| (2) | These securities are held as follows: 928,647 by InterWest Partners VIII, LP ("Partners VIII"), 7,521 by InterWest Investors VIII, LP ( "Investors VIII") and 26,651 by InterWest Investors Q VIII, LP ("Q VIII") (collectively, the "InterWest Funds") . Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (3) | Each share of Series B Convertible Preferred Stock converted into approximately 0.0607 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| (4) | These securities are held as follows: 593,566 by Partners VIII, 4,737 by Investors VIII and 16,981 by Q VIII. Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (5) | Each share of Series C Convertible Preferred Stock and each share of Series D-2 Convertible Preferred Stock converted into approximately 0.0533 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| (6) | These securities are held as follows: 285,064 by Partners VIII, 2,275 by Investors VIII and 8,155 by Q VIII. Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (7) | These securities are held as follows: 31,519 by Partners VIII, 251 by Investors VIII and 901 by Q VIII. Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (8) | Upon exercise for $12.2425 per share, Upon exercise, each Series D-2 Convertible Preferred Warrant converted into an equal number of shares of Series D-2 Convertible Preferred Stock. Had the warrants not been exercised, they would have expired upon the closing of the initial public offering. Upon the closing of the Issuer's initial public offering each share of Series D-2 Convertible Preferred Stock then converted into approximately 0.0533 of a share of Common Stock without payment of further consideration. The shares of Series D-2 Convertible Preferred Stock had no expiration date. |
| (9) | These securities are held as follows: 2,363 by Partners VIII, 18 by Investors VIII and 67 by Q VIII. Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (10) | Immediately. |