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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) | 10/27/2014 | C | 5,000,000 | (1) | (1) | Common Stock | 374,921 | $ 0 | 0 | I | See footnote (7) | |||
Series A-1 Convertible Preferred Stock | (2) | 10/27/2014 | C | 2,341,664 | (2) | (2) | Common Stock | 180,014 | $ 0 | 0 | I | See footnote (7) | |||
Series B Convertible Preferred Stock | (3) | 10/27/2014 | C | 2,336,956 | (3) | (3) | Common Stock | 181,125 | $ 0 | 0 | I | See footnote (7) | |||
Series C Convertible Preferred Stock | (4) | 10/27/2014 | C | 2,478,183 | (4) | (4) | Common Stock | 192,070 | $ 0 | 0 | I | See footnote (7) | |||
Series D Convertible Preferred Stock | (5) | 10/27/2014 | C | 4,000,070 | (5) | (5) | Common Stock | 252,052 | $ 0 | 0 | I | See footnote (7) | |||
Common Stock Warrants | (6) | 10/27/2014 | D | 1,965,454 | (6) | (6) | Common Stock | 123,846 | $ 0 | 0 | I | See footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
O'Leary Brendan C/O PRISM VENTURE PARTNERS 75 SECOND AVENUE, SUITE 210 NEEDHAM, MA 02494 |
X |
/s/ Dina Ciarimboli as attorney in fact for Brendan O'Leary | 10/29/2014 | |
**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) | The Series A Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1.19 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date. |
(2) | The Series A-1 Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1.22 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date. |
(3) | The Series B Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1.23 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date. |
(4) | The Series C Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1.23 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date. |
(5) | The Series D Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-1 basis (after giving effect to the 1-for-15.87 reverse stock split effected by the Issuer on October 6, 2014) upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date. |
(6) | The Common Stock Warrants were exercised as a disposition to the Issuer and converted to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration and has no expiration date. |
(7) | Consists of securities held directly by Prism Venture Partners V, L.P. ("PVP V") and Prism Venture Partners V-A, L.P. ("PVP V-A"). Prism Investment Partners V, L.P. ("PIP V") is the sole general partner of PVP V and PVP V-A. Prism Venture Partners V, LLC ("PVP LLC") is the sole general partner of PIP V. Brendan O'Leary ("O'Leary") is a member of PVP LLC. O'Leary may be deemed to beneficially own the shares held by PVP V and PVP V-A, but O'Leary disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |