|
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-2 Convertible Preferred Stock | (1) | 03/04/2010 | C | 384,175 | (1) | (5) | Common Stock | 384,175 | (1) | 0 | I | See footnote (2) | |||
Series B-1 Convertible Preferred Stock | (3) | 03/04/2010 | C | 828,323 | (3) | (5) | Common Stock | 828,323 | (3) | 0 | I | See footnote (2) | |||
Series B-2 Convertible Preferred Stock | (4) | 03/04/2010 | C | 864,855 | (4) | (5) | Common Stock | 864,855 | (4) | 0 | I | See footnote (2) | |||
Stock Purchase Warrant | $ 7 | 03/04/2010 | A | 42,167 | (6) | 07/17/2014 | Common Stock | 42,167 | $ 0 | 42,167 | I | See footnote (2) | |||
Stock Purchase Warrant | $ 7 | 03/04/2010 | A | 63,251 | (7) | 09/09/2014 | Common Stock | 63,251 | $ 0 | 63,251 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sofinnova Management VI, L.L.C. 140 GEARY STREET, 10TH FLOOR SAN FRANCISCO, CA 94108 |
X |
SOFINNOVA MANAGEMENT VI, L.L.C. | 03/08/2010 | |
**Signature of Reporting Person | Date | |
By: Nathalie Auber, Attorney-in-Fact for James I. Healy, M.D., Ph.D., Managing Member | 03/08/2010 | |
**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-2 Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering. |
(2) | Shares are held by Sofinnova Venture Partners VI, L.P. ("SV VI"). Sofinnova Management VI, L.L.C. ("SV VI LLC") is the general partner of SV VI, and James I. Healy, a director of the issuer, Michael F. Powell, Alain L. Azan and Eric P. Buatois, the managing members of SV VI LLC, may be deemed to share voting and dispositive power over the shares held by SV VI. Such persons and entities disclaim beneficial ownership of shares held by SV VI except to the extent of any pecuniary interest therein. |
(3) | Each share of Series B-1 Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering. |
(4) | Each share of Series B-2 Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering. |
(5) | The Series A-2, Series B-1 and Series B-2 Convertible Preferred Stock have no expiration date. |
(6) | The warrants were issued on July 17, 2009 and are immediately exercisable, subject to the satisfaction of certain conditions. |
(7) | The warrants were issued on September 9, 2009 and are immediately exercisable, subject to the satisfaction of certain conditions. |
(8) | The Common Stock was acquired upon conversion of a Senior Secured Convertible Promissory Note exempt from the definition of a derivative security and whose conversion ratio did not become fixed until automatic conversion at the time of the closing of the Issuer's initial public offering. |
(9) | Shares are held by Sofinnova Venture Partners VI Gmbh KG ("SFV Gmbh IV"). SV VI LLC is the general partner of SFV Gmbh IV, and James I. Healy, a director of the issuer, Michael F. Powell, Alain L. Azan and Eric P. Buatois, the managing members of SV VI LLC, may be deemed to share voting and dispositive power over the shares held by SFV Gmbh IV. Such persons and entities disclaim beneficial ownership of shares held by SV VI except to the extent of any pecuniary interest therein. |
(10) | Shares are held by Sofinnova Venture Affiliates VI L.P. ("SVA"). SV VI LLC is the general partner of SVA, and James I. Healy, a director of the issuer, Michael F. Powell, Alain L. Azan and Eric P. Buatois, the managing members of SV VI LLC, may be deemed to share voting and dispositive power over the shares held by SVA. Such persons and entities disclaim beneficial ownership of shares held by SV VI except to the extent of any pecuniary interest therein. |