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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 A Convertible Preferred Stock | $ 1.662 (1) | 07/02/2013 | C | 4,000,000 | (3) | (4) | Common Stock | 2,406,739 | $ 0 | 0 | D | ||||
Series B Convertible Preferred Stock | $ 4.986 (1) | 07/02/2013 | C | 1,333,333 | (3) | (4) | Common Stock | 802,246 | $ 0 | 0 | D | ||||
Series C Convertible Perferred Stock | $ 6.648 (1) | 07/02/2013 | C | 375,000 | (3) | (4) | Common Stock | 225,631 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Avalon Ventures IX, L.P. 1134 KLINE STREET LA JOLLA, CA 92037 |
X | |||
Avalon Ventures IX GP, LLC 1134 KLINE STREET LA JOLLA, CA 92037 |
X |
Avalon Ventures IX, LP, /s/ Douglas Downs, Douglas Downs, Authorized Signatory | 07/05/2013 | |
**Signature of Reporting Person | Date | |
Avalon Ventures IX GP, LLC, /s/ Douglas Downs, Douglas Downs, Authorized Signatory | 07/05/2013 | |
**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 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into 0.6016847 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares had no expiration date. |
(2) | Immediately prior to the closing of the Issuer's initial public offering, the Issuer issued 235,929 shares of its Common Stock to the holders of its Series A, B and C Preferred Stock in satisfaction of accumulated and unpaid dividends. |
(3) | Immediately. |
(4) | Not applicable. |
Remarks: Avalon Ventures IX, LP holds of record and thereby beneficially owns and has sole direct power to vote and dispose of 5,708,333 shares of Convertible Preferred Stock, which were automatically converted into 3,670,545 shares of Common Stock upon the closing of the Issuer's initial public offering. Avalon Ventures IX GP, LLC, in its capacity as the general partner of Avalon Ventures IX, LP, may be deemed to be the beneficial owner of the shares of the Issuer owned by Avalon Ventures IX, LP, as in its capacity as the general partner, it has the power to dispose, direct the disposition of, and vote the shares of the Issuer owned by Avalon Ventures IX, LP. Each of Avalon Ventures IX, LP and Avalon Ventures IX GP, LLC and their respective affiliates disclaim beneficial ownership of all shares of the Issuer in which they do not have a pecuniary interest Name and Address of Other Reporting Persons: Avalon Ventures IX GP, LLC 1134 Kline Street La Jolla, CA 92037 |