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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 | ||||||||
Warrant to Purchase Common Stock (right to buy) (1) | $ 0.14 | 07/27/2015 | X | 3,256 | (12) | 07/28/2015 | Common Stock | 3,256 | $ 0 | 0 | I | Held by AGTC Advisors Fund, L.P. (3) | |||
Warrant to Purchase Common Stock (right to buy) (1) | $ 0.14 | 07/27/2015 | X | 254 | (12) | 09/08/2015 | Common Stock | 254 | $ 0 | 0 | I | Held by AGTC Advisors Fund, L.P. (3) | |||
Warrant to Purchase Common Stock (right to buy) (1) | $ 0.14 | 07/27/2015 | X | 254 | (12) | 09/28/2015 | Common Stock | 254 | $ 0 | 0 | I | Held by AGTC Advisors Fund, L.P. (3) | |||
Warrant to Purchase Common Stock (right to buy) (1) | $ 0.14 | 07/27/2015 | X | 254 | (12) | 11/14/2015 | Common Stock | 254 | $ 0 | 0 | I | Held by AGTC Advisors Fund, L.P. (3) | |||
Warrant to Purchase Common Stock (right to buy) (1) | $ 0.14 | 07/27/2015 | X | 254 | (12) | 12/15/2015 | Common Stock | 254 | $ 0 | 0 | I | Held by AGTC Advisors Fund, L.P. (3) | |||
Warrant to Purchase Common Stock (right to buy) (1) | $ 0.14 | 07/27/2015 | X | 508 | (12) | 03/10/2016 | Common Stock | 508 | $ 0 | 0 | I | Held by AGTC Advisors Fund, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AFEYAN NOUBAR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | X | ||
Flagship Ventures Management, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
NewcoGen Group, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
AGTC ADVISORS FUND LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
AGTC Partners, L.P. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X |
/s/ Noubar B. Afeyan, Ph.D. | 07/29/2015 | |
**Signature of Reporting Person | Date | |
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc. | 07/29/2015 | |
**Signature of Reporting Person | Date | |
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc. | 07/29/2015 | |
**Signature of Reporting Person | Date | |
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Advisors Fund, L.P. | 07/29/2015 | |
**Signature of Reporting Person | Date | |
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P. | 07/29/2015 | |
**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) | Share and price per share amounts have been adjusted to reflect a 1-for-4 reverse split of the Issuer's common stock on July 8, 2015. |
(2) | On July 27, 2015, AGTC Advisors Fund, L.P. ("AGTCA") exercised warrants to purchase 3,256 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 206 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 3,050 shares. |
(3) | NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of AGTCA and Applied Genomic Technology Capital Fund, L.P. ("AGTCF", and together with AGTCA, the "AGTC Funds"). NG is a wholly-owned subsidiary of Flagship Ventures Management, Inc. ("Flagship"). Noubar B. Afeyan, Ph.D. is the director of Flagship and may be deemed to beneficially own the securities held by the AGTC Funds. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(4) | The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date. |
(5) | On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares. |
(6) | On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares. |
(7) | On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares. |
(8) | On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares. |
(9) | On July 27, 2015, AGTCA exercised warrants to purchase 508 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 32 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 476 shares. |
(10) | Noubar B. Afeyan, Ph.D. is the general partner of Atlast LP and may be deemed to beneficially own the securities held by Atlast LP. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(11) | Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are managers of Flagship Ventures 2007 General Partner LLC, which is the general partner of Flagship Ventures Fund 2007, L.P., and may be deemed to beneficially own the securities held by Flagship Ventures Fund 2007, L.P. Each of Dr. Afeyan and Mr. Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(12) | This warrant is immediately exercisable. |