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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KANIA EDWIN M JR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X |
/s/ Edwin M. Kania, Jr. | 12/05/2014 | |
**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) | On December 4, 2014, NewcoGen Equity Investors LLC ("NEI") made a pro-rata distribution for no consideration to its members. As members of NEI, OneLiberty Advisors Fund IV, L.P. received 593 shares of Common Stock and OneLiberty Fund IV, L.P. received 11,190 shares of Common Stock. |
(2) | Edwin M. Kania, Jr. is a managing member of OneLiberty Partners IV LLC, which is the general partner of OneLiberty Advisors IV, L.P. ("OLA IV") and OneLiberty Fund IV, L.P. ("OLF IV"), and may be deemed to beneficially own the securities held by OLA IV and OLF IV. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(3) | On December 4, 2014, NewcoGen Group LLC ("NGG") made a pro-rata distribution for no consideration to its members. As members of NGG, OneLiberty Advisors Fund IV, L.P. received 29,648 shares of Common Stock and OneLiberty Fund IV, L.P. received 592,959 shares of Common Stock. |
(4) | NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of AGTC Advisors Fund, L.P. ("AGTCA") and Applied Genomic Technology Capital Fund L.P. ("AGTCF", and together with AGTCA, the "AGTC Funds"). NG is a wholly-owned subsidiary of Flagship Ventures Management, Inc. ("Flagship"). Edwin M. Kania, Jr. is a director of Flagship and may be deemed to beneficially own the securities held by the AGTC Funds. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(5) | Edwin M. Kania, Jr. is a manager of Flagship Ventures 2007 General Partner, LLC, which is the general partner of Flagship Ventures Fund 2007, L.P., and may be deemed to beneficially own the securities held by Flagship Ventures Fund 2007, L.P. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(6) | Edwin M. Kania, Jr. is a managing member of OneLiberty Partners 2000, LLC, which is the general partner of OneLiberty Advisors Fund 2000 L.P. ("OLA") and OneLiberty Ventures 2000 L.P. ("OLV"), and may be deemed to beneficially own the securities held by OLA and OLV. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |