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 | ||||
Option to Purchase Common Stock | Â (3) | 12/05/2021 | Common Stock | 61,943 | $ 7.12 | D | Â |
Option to Purchase Common Stock | Â (3) | 11/15/2017 | Common Stock | 28,571 | $ 2.74 | D | Â |
Option to Purchase Common Stock | Â (3) | 02/20/2018 | Common Stock | 8,571 | $ 2.74 | D | Â |
Option to Purchase Common Stock | Â (3) | 07/09/2017 | Common Stock | 2,857 | $ 3.29 | D | Â |
Series D Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 904 | $ (4) | I | By trust (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Reed Thomas D. 20374 SENECA MEADOWS PARKWAY GERMANTOWN, MD 20876 |
 X |  |  Chief Science Officer |  |
/s/ Thomas D. Reed | 08/07/2013 | |
**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) | Shares issued to Thomas David Reed, Trustee of the Thomas David Reed Living Trust dated February 4, 2011. |
(2) | Shares issued to Thomas D. Reed's spouse, Jacquelyn Ann Reed, Trustee of the Jacquelyn Ann Reed Living Trust dated Febrary 4, 2011. |
(3) | These options are immediately exercisable. |
(4) | The Series D Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to Series D Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series D Convertible Preferred Stock has no expiration date. |