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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 Preferred Stock | (1) | 06/05/2013 | C | 10,280,288 | (1) | (5) | Common Stock | 3,426,762 | $ 0 | 0 | I | See Footnotes (2) (3) | |||
| Series B Preferred Stock | (1) | 06/05/2013 | C | 195,904 | (1) | (5) | Common Stock | 65,301 | $ 0 | 0 | I | See Footnotes (2) (4) | |||
| Stock Option (right to buy) | $ 25.73 | 06/05/2013 | A | 17,666 | (6) | 06/04/2023 | Common Stock | 17,666 | $ 0 | 17,666 | I | See Footnote (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BAY CITY CAPITAL LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111 |
X | |||
| Bay City Capital Fund V, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111 |
X | |||
| Bay City Capital Fund V Co-Investment Fund, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111 |
X | |||
| Bay City Capital Management V LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111 |
X | |||
| /s/ Carl Goldfischer | 06/07/2013 | |
| **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 B Preferred Stock was automatically converted into 1/3rd of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of consideration. |
| (2) | Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V"), are deemed to be a "group" for the purpose of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. |
| (3) | Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. |
| (4) | Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. |
| (5) | Not applicable. |
| (6) | Vests in full upon the earlier of (i) the expiration of the Dr. Goldfischer's initial term of office as a director of the Issuer, scheduled to occur on the 2015 annual meeting of the Issuer's stockholders and (ii) June 30, 2015. In the event of a change in control of the Issuer, the vesting schedule of the option will accelerate in full. |
| (7) | BCC and Management V have an arrangement with Dr. Goldfischer, the beneficial owner of the option, that provides such entities with a pecuniary interest in the option issued by the Issuer to Dr. Goldfischer. BCC and Management V each disclaims beneficial ownership in such option, except to the extent of their pecuniary interest therein. |
| Remarks: Signed by Carl Goldfischer, Managing Director BCC for itself, for and on behalf of Management V in its capacity as manager thereof, and for and on behalf of Fund V and Co-Investment V in its capacity as manager of Management V, the general partner of Fund V and Co-Investment V. | |