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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 | $ 2.66 | 09/11/2014 | C | 166,667 | 10/02/2012 | (2) | Common Stock | 2,506,270 | $ 0 | 83,333 | I | See Footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sofinnova Management VIII, L.L.C. 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025 |
X | |||
Sofinnova Venture Partners VIII, L.P. 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025 |
X | |||
AKKARAJU SRINIVAS 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025 |
X | |||
HEALY JAMES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025 |
X | |||
POWELL MICHAEL 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025 |
X | |||
Mehra Anand 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025 |
X |
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners VIII, L.P. | 09/15/2014 | |
**Signature of Reporting Person | Date | |
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management VIII, L.L.C. | 09/15/2014 | |
**Signature of Reporting Person | Date | |
/s/ Nathalie Auber, attorney-in-fact for Srinivas Akkaraju | 09/15/2014 | |
**Signature of Reporting Person | Date | |
/s/ Nathalie Auber, attorney-in-fact for James I. Healy | 09/15/2014 | |
**Signature of Reporting Person | Date | |
/s/ Nathalie Auber, attorney-in-fact for Anand Mehra | 09/15/2014 | |
**Signature of Reporting Person | Date | |
/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell | 09/15/2014 | |
**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 securities are owned directly by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII"), the general partner of SVP VIII, Srinivas Akkaraju, James I. Healy, Anand Mehra, and Michael Powell, the managing members of SM VIII, may be deemed to have shared voting and dispositive power over the shares owned by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII except to the extent of any pecuniary interest therein. |
(2) | The Series A Convertible Preferred Stock has no expiration date. |
(3) | Distributed without additional consideration to partners in pro rata distributions pursuant to partnership agreement. |
(4) | Received as in-kind distribution from Sofinnova Ventures VIII, L.P. distribution made without additional consideration to partners in a pro rata distribution made pursuant to partnership agreement. |