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 | ||||
Warrant (right to buy) | Â (2) | Â (2) | Common Stock | 107,266 (3) | $ 17 | I | See Footnote (3) |
Series B Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 516,351 (5) | $ (6) | I | See Footnote (5) |
Series C Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 554,727 (7) | $ (8) | I | See Footnote (7) |
Series D Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 331,300 (9) | $ (10) | I | See Footnote (9) |
Series D Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 132,520 (11) | $ (10) | I | See Footnote (11) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MPM BioVentures Strategic Fund LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BIOVENTURES III GP LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BIOVENTURES III LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
SIMON NICHOLAS J III C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
HENNER DENNIS C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
By Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P./s/ Luke Evnin | 12/14/2006 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, Series A Member of MPM BioVentures III, LLC /s/ Luke Evnin | 12/14/2006 | |
**Signature of Reporting Person | Date | |
/s/ Nicholas J. Simon III | 12/14/2006 | |
**Signature of Reporting Person | Date | |
/s/ Dennis Henner | 12/14/2006 | |
**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) | The shares are held as follows: 21,068 by MPM BioVentures II-QP, L.P. ("BV II QP"), 2,235 by MPM BioVentures II, L.P. ("BV II"), 437 by MPM Asset Management Investors 2001 LLC ("AM 2001") and 7,418 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz and Kurt Wheeler are the members of AM II LLC and AM 2001. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(2) | Immediately exercisable. These warrants shall expire upon the closing of the Issuer's initial public offering. |
(3) | The warrants are held as follows: 72,320 by BV II QP, 7,980 BV II, 1,501 AM 2001 and 25,465 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(4) | These securities are preferred stock of the Issuer and do not have an expiration date. These securities will automatically convert into shares of common stock upon the closing of the Issuer's initial public offering. |
(5) | The shares, on a post-conversion basis, are held as follows: 348,125 by BV II QP, 38,416 by BV II, 7,228 by AM 2001 and 122,582 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(6) | Each share of Series B Convertible Stock will convert automatically into shares of Common Stock on a 1.47528 for 1 basis immediately prior to the closing of the Issuer's initial public offering. |
(7) | The shares are held as follows: 373,999 by BV II QP, 41,271 by BV II, 7,765 by AM 2001 and 131,692 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(8) | Each share of Series C Convertible Stock will convert automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering. |
(9) | The shares are held as follows: 223,363 by BV II QP, 24,648 by BV II, 4,638 by AM 2001 and 78,651 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(10) | Each share of Series D Convertible Stock will convert automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering. |
(11) | The shares are held by MPM BioVentures Strategic Fund, L.P. ("MPM SF") MPM BioVentures III GP, L.P. ("BV III GP") and MPM BioVentures III LLC ("BV III LLC") are the direct and indirect general partners of MPM SF. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz, Nicholas J. Simon III, Dennis Henner and Kurt Wheeler are members of BV III GP and BV III LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
 Remarks: See Form 3 for MPM BioVentures II-QP, L.P. for additional filers. |