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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-1 Convertible Preferred Stock | (1) | 11/16/2011 | C | 295,404 | (1) | (1) | Common Stock | 295,404 | $ 0 | 0 | I | See Footnote (5) | |||
Series A-1 Convertible Preferred Stock | (1) | 11/16/2011 | C | 1,861 | (1) | (1) | Common Stock | 1,861 | $ 0 | 0 | I | See Footnote (6) | |||
Series A-2 Convertible Preferred Stock | (2) | 11/16/2011 | C | 295,404 | (2) | (2) | Common Stock | 295,404 | $ 0 | 0 | I | See Footnote (5) | |||
Series A-2 Convertible Preferred Stock | (2) | 11/16/2011 | C | 1,861 | (2) | (2) | Common Stock | 1,861 | $ 0 | 0 | I | See Footnote (6) | |||
Series B Convertible Preferred Stock | (3) | 11/16/2011 | C | 639,403 | (3) | (3) | Common Stock | 639,403 | $ 0 | 0 | I | See Footnote (5) | |||
Series B Convertible Preferred Stock | (3) | 11/16/2011 | C | 4,027 | (3) | (3) | Common Stock | 4,027 | $ 0 | 0 | I | See Footnote (6) | |||
Convertible Promissory Note | (4) | 11/16/2011 | C | 267,755 | (4) | (4) | Common Stock | 267,755 | $ 0 | 0 | I | See Footnote (5) | |||
Convertible Promissory Note | (4) | 11/16/2011 | C | 1,686 | (4) | (4) | Common Stock | 1,686 | $ 0 | 0 | I | See Footnote (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ATWOOD BRIAN G C/O VERSANT VENTURES 3000 SAND HILL ROAD, BLDG 4, SUITE 210 MENLO PARK, CA 94025 |
X | X |
/s/ Robin L. Praeger, Attorney-in-Fact | 11/17/2011 | |
**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 A-1 Convertible Preferred Stock automatically converted into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(2) | Each share of Series A-2 Convertible Preferred Stock automatically converted into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(3) | Each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(4) | The outstanding principal amount and all accrued and unpaid interest automatically converted into Common Stock at a rate of $13.00 per share, which was the Company's initial public offering price. |
(5) | The shares are held by Versant Venture Capital IV, L.P. ("Versant IV"). In their capacity as managing members of Versant Ventures IV, LLC which is the general partner of Versant IV, Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Kirk G. Nielsen share voting and investment authority over the shares held by the Versant IV and may be deemed to beneficially own the shares. Each of Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Kirk G. Nielsen disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein. |
(6) | The shares are held by Versant Side Fund IV, L.P. ("Versant Side"). In their capacity as managing members of Versant Ventures IV, LLC which is the general partner of Versant Side, Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Kirk G. Nielsen share voting and investment authority over the shares held by the Versant Side and may be deemed to beneficially own the shares. Each of Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Kirk G. Nielsen disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein. |
(7) | The shares are held by Brian G. Atwood (the "Reporting Person"). The Reporting Person is a Managing Director of Versant Ventures IV, LLC, which serves as the general partner of Versant Venture Capital IV, L.P. and Versant Side Fund IV, L.P. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein. |