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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 | ||||||||
Series B Preferred Warrant | $ 0.05 | 10/25/2013 | C | 184,812 | (3) | 12/07/2019 | Series B Preferred Stock (1) | 184,812 | $ 0 | 0 | D (2) | ||||
Common Stock Warrant (1) | $ 0.05 | 10/25/2013 | C | 184,812 | (4) | 12/07/2019 | Common Stock | 184,812 | $ 0 | 0 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Clarus Lifesciences II, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X | |||
Clarus Ventures II GP, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X | |||
Clarus Ventures II, LLC C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X | |||
GALAKATOS NICHOLAS C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X | |||
HENNER DENNIS C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X | X | ||
LIPTAK ROBERT C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X | |||
Simon Nicholas C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X | |||
STEINMETZ MICHAEL C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X | |||
WHEELER KURT C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
X |
/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P., general partner of Clarus Lifesciences II, L.P. | 01/30/2015 | |
**Signature of Reporting Person | Date | |
/s/Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P. | 01/30/2015 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, Manager of Clarus Ventures II, LLC | 01/30/2015 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, on behalf of Dennis Henner | 01/30/2015 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, on behalf of Nicholas Galakatos | 01/30/2015 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak | 01/30/2015 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, on behalf of Nicholas Simon | 01/30/2015 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak , on behalf of Michael Steinmetz | 01/30/2015 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak on behalf of Kurt Wheeler | 01/30/2015 | |
**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) | This amendment is being filed to correct erroneous lines in the October 28, 2013 Form 4. It reflects: (i) the correction of the transaction in Table II, which was erroneously labeled as a conversion of Series B Preferred Warrants to Common Stock, rather than correctly disclosed as the conversion of Series B Preferred Warrants to Common Stock Warrants; (ii) the deletion of the third line of Table I to reflect that the aforementioned Series B Preferred Warrants were not converted into Common Stock; and (iii) the correct amount of securities beneficially owned following the reported transactions, in line 4 of Table I, after this amendment. |
(2) | Securities held of record by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of the GPLLC and Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which it or he, as applicable, does not have an actual pecuniary interest. |
(3) | The warrants were immediately exercisable. |
(4) | The warrants were immediately exercisable. |