UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Preferred Stock | Â (1) | Â (1) | Common Stock | 1,595,530 | $ (1) | D (2) | Â |
Series C Preferred Stock | Â (1) | Â (1) | Common Stock | 611,620 | $ (1) | D (2) | Â |
Series C Preferred Stock Warrant (right to buy) | 10/16/2013(3) | Â (4) | Common Stock | 305,810 | $ 8.175 | D (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ProQuest Investments IV, L.P. 2430 VANDERBILT BEACH ROAD, 108-190 NAPLES, FL 34109 |
 |  X |  |  |
SCHREIBER ALAIN 2430 VANDERBILT BEACH ROAD, 108-190 NAPLES, FL 34109 |
 |  X |  |  |
Moorin Jay 2430 VANDERBILT BEACH ROAD, 108-190 NAPLES, FL 34109 |
 |  X |  |  |
ProQuest Associates IV LLC 2430 VANDERBILT BEACH ROAD, 108-190 NAPLES, FL 34109 |
 |  X |  |  |
/s/ Pat DeAngelis, Attorney-in-Fact | 07/23/2014 | |
**Signature of Reporting Person | Date | |
/s/ Jay Moorin | 07/23/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 reported securities are convertible at any time, on a one-for-one basis, in whole or in part, at the option of the holder, have no expiration date, and will convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering. |
(2) | The securities are directly held by ProQuest Investments IV, L.P. and indirectly held by ProQuest Associates IV, LLC, the General Partner of ProQuest Investments IV, L.P. The individual managing members of ProQuest Associates IV, LLC are Jay Moorin and Alain Schreiber, M.D., and may be deemed to have shared voting and investment and dispositive power with respect to these shares. Each individual managing member disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares. |
(3) | The shares of Series C Preferred Stock issuable upon exercise of the warrants will convert into common stock upon the closing of the Issuer's initial public offering. Immediately prior to the close of the Issuer's initial public offering, and at the option of the holder, the warrants will either (a) be exercised by the holder by paying the exercise price in cash or (b) automatically net exercise on their terms which allows the holder to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The warrants terminate if they are not exercised prior to the closing of the Issuer's initial public offering. |
(4) | The warrants will expire on the earlier of: (a) October 15, 2015, (b) the latter of (i) 30 days after delivery to the warrant holder of the interim study report of a specified clinical trial by the Issuer or (ii) 30 days after notice to the warrant holder of the commencement of patient recruitment for specified studies or trials by the Issuer, (c) a liquidation event of the Issuer or (d) the closing of the Issuer's initial public offering. |