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) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series B Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
255,458
|
$
(9)
|
I
|
By Sanderling Venture Partners V, L.P.
(2)
(3)
|
Series C-1 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
255,458
|
$
(9)
|
I
|
By Sanderling Venture Partners V, L.P.
(2)
(3)
|
Series C-2 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
340,612
|
$
(9)
|
I
|
By Sanderling Venture Partners V, L.P.
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
29,303
|
$
(9)
|
I
|
By Sanderling Venture Partners V, L.P.
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
435,861
|
$
(9)
|
I
|
By Sanderling Venture Partners VI Co-Investment Fund, L.P.
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
267,491
|
$
(9)
|
I
|
By Sanderling Venture Partners V Co-Investment Fund, L.P.
(2)
(3)
|
Series B Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
62,574
|
$
(9)
|
I
|
By Sanderling V Biomedical, L.P.
(2)
(3)
|
Series C-1 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
62,573
|
$
(9)
|
I
|
By Sanderling V Biomedical, L.P.
(2)
(3)
|
Series C-2 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
83,431
|
$
(9)
|
I
|
By Sanderling V Biomedical, L.P.
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
7,141
|
$
(9)
|
I
|
By Sanderling V Biomedical, L.P.
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
162,170
|
$
(9)
|
I
|
By Sanderling V Biomedical Co-Investment Fund, L.P.
(2)
(3)
|
Series B Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
25,316
|
$
(9)
|
I
|
By Sanderling V Limited Partnership
(2)
(3)
|
Series C-1 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
25,315
|
$
(9)
|
I
|
By Sanderling V Limited Partnership
(2)
(3)
|
Series C-2 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
33,755
|
$
(9)
|
I
|
By Sanderling V Limited Partnership
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
15,405
|
$
(9)
|
I
|
By Sanderling V Limited Partnership
(2)
(3)
|
Series B Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
3,695
|
$
(9)
|
I
|
By Sanderling Ventures Management V
(3)
(7)
|
Series C-1 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
3,695
|
$
(9)
|
I
|
By Sanderling Ventures Management V
(3)
(7)
|
Series C-2 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
4,927
|
$
(9)
|
I
|
By Sanderling Ventures Management V
(3)
(7)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
5,001
|
$
(9)
|
I
|
By Sanderling Ventures Management V
(3)
(7)
|
Series B Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
22,526
|
$
(9)
|
I
|
By Sanderling V Beteiligungs GmbH & Co. KG
(2)
(3)
|
Series C-1 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
22,526
|
$
(9)
|
I
|
By Sanderling V Beteiligungs GmbH & Co. KG
(2)
(3)
|
Series C-2 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
30,035
|
$
(9)
|
I
|
By Sanderling V Beteiligungs GmbH & Co. KG
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
13,707
|
$
(9)
|
I
|
By Sanderling V Beteiligungs GmbH & Co. KG
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
30,766
|
$
(9)
|
I
|
By Sanderling Ventures Management VI
(3)
(7)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
10,049
|
$
(9)
|
I
|
By Sanderling VI Limited Partnership
(2)
(3)
|
Series C-3 Convertible Preferred Stock
|
Â
(9)
|
Â
(10)
|
Common Stock
|
8,434
|
$
(9)
|
I
|
By Sanderling VI Beteiligungs GmbH & Co. KG
(2)
(3)
|
* |
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) |
72,502 shares held by Sanderling Venture Partners V, L.P. are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation. |
(2) |
Fred Middleton is a managing director of Middleton, McNeil & Mills Associates V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG and Sanderling VI Limited Partnership and he may be deemed to have voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG and Sanderling VI Limited Partnership. |
(3) |
Mr. Middleton disclaims beneficial ownership of the shares directly held by the entities affiliated with Sanderling except to the extent of his individual pecuniary interest therein. |
(4) |
17,759 shares held by Sanderling V Biomedical, L.P. are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation. |
(5) |
7,185 shares held by Sanderling V Limited Partnership are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation. |
(6) |
44,502 shares held by Sanderling Ventures Management V are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation. |
(7) |
Fred Middleton is the owner of Sanderling Ventures Management V and Sanderling Ventures Management VI Partnership and he may be deemed to have voting and investment power over shares held of record by Sanderling Ventures Management V and Sanderling Ventures Management VI Partnership. |
(8) |
6,393 shares held by Sanderling V Beteiligungs GmbH & Co. KG are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation. |
(9) |
The reported securities are convertible at any time at the option of the reporting person, but automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. |
(10) |
Not applicable. |