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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 Convertible Preferred Stock | (1) | 06/05/2007 | C | 988,446 | (1) | (1) | Common Stock | 988,446 | $ 0 | 0 | I | Frazier Healthcare IV, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 5,016 | (1) | (1) | Common Stock | 5,016 | $ 0 | 0 | I | Frazier Affiliates IV, L.P. (2) | |||
Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 1,011,088 | (1) | (1) | Common Stock | 1,011,088 | $ 0 | 0 | I | Frazier Healthcare IV, L.P. (2) | |||
Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 5,132 | (1) | (1) | Common Stock | 5,132 | $ 0 | 0 | I | Frazier Affiliates IV, L.P. (2) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 572,310 | (1) | (1) | Common Stock | 572,310 | $ 0 | 0 | I | Frazier Healthcare IV, L.P. (2) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 2,904 | (1) | (1) | Common Stock | 2,904 | $ 0 | 0 | I | Frazier Affiliates IV, L.P. (2) | |||
Series B Convertible Preferred Stock Warrant (right to buy) | $ 6.375 | 06/05/2007 | X | 15,042 | (3) | (3) | Series B Convertible Preferred Stock | 15,042 | $ 0 | 0 | I | Frazier Healthcare IV, L.P. (2) | |||
Series B Convertible Preferred Stock Warrant (right to buy) | $ 6.375 | 06/05/2007 | X | 76 | (3) | (3) | Series B Convertible Preferred Stock | 76 | $ 0 | 0 | I | Frazier Affiliates IV, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | J | 15,042 | (1) | (1) | Common Stock | 15,042 | $ 0 | 15,042 | I | Frazier Healthcare IV, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | J | 76 | (1) | (1) | Common Stock | 76 | $ 0 | 76 | I | Frazier Affiliates IV, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 15,042 | (1) | (1) | Common Stock | 15,042 | $ 0 | 0 | I | Frazier Healthcare IV, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 76 | (1) | (1) | Common Stock | 76 | $ 0 | 0 | I | Frazier Affiliates IV, L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Topper James N C/O FRAZIER HEALTHCARE 550 HAMILTON AVE., SUITE 100 PALO ALTO, CA 94301 |
X | X |
/s/ James N. Topper | 06/07/2007 | |
**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 of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into common stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering on June 5, 2007. |
(2) | The securities are owned directly by the entity listed. The reporting person is a limited partner of FHM IV, LP, the general partner of Frazier Healthcare IV, LP and Frazier Affiliates IV, LP. Voting and investment power over such shares is exercised by FHM IV, LLC in its role as the general partner of FHM IV, LP. The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose. |
(3) | The warrants to purchase Series B Convertible Preferred Stock were automatically exercised for cash immediately prior to the closing of the Issuer's initial public offering. |