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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 E-1 Convertible Preferred Stock | (1) | 02/15/2006 | C | 162,710 | (1) | (1) | Common Stock | 125,161 (1) | $ 0 | 0 | I | See Footnote (2) | |||
Series E-2 Convertible Preferred Stock | (1) | 02/15/2006 | C | 496,556 | (1) | (1) | Common Stock | 381,965 (1) | $ 0 | 0 | I | See Footnote (3) | |||
Series H Convertible Preferred Stock | (1) | 02/15/2006 | C | 8,476 | (1) | (1) | Common Stock | 6,518 (1) | $ 0 | 0 | I | See Footnote (4) | |||
Series I Convertible Preferred Stock | (1) | 02/15/2006 | C | 188,930 | (1) | (1) | Common Stock | 145,330 (1) | $ 0 | 0 | I | See Footnote (5) | |||
Series J Convertible Preferred Stock | (1) | 02/15/2006 | C | 1,275,508 | (1) | (1) | Common Stock | 981,159 (1) | $ 0 | 0 | I | See Footnote (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X |
s/ Michelle Meyers, by power of attorney | 02/17/2006 | |
**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) | All of the outstanding shares of the Issuer's Series E-1, E-2, H, I and J Convertible Preferred Stock automatically converted to Common Stock of the Issuer upon the closing of the Issuer's initial public offering and had no expiration date. |
(2) | These shares are held as follows: 114,686 shares by BB BioVentures, L.P. ("BBBV"), 1,439 shares by MPM Asset Management Investors 1998 LLC ("AM 1998") and 9,036 shares by MPM BioVentures Parallel Fund, L.P. ("BV PF"). MPM BioVentures I, L.P. ("BV I") and MPM BioVentures I LLC ("BV I LLC") are the direct and indirect general partners of BV PF. BAB BioVentures L.P. ("BAB BV"), BAB BioVentures, N.V. ("BAB NV") and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. |
(3) | These shares are held as follows: 349,996 shares by BBBV, 4,392 shares by AM 1998 and 27,577 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. |
(4) | These shares are held as follows: 5,674 shares by BBBV, 74 shares by AM 1998 and 770 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. |
(5) | These shares are held as follows: 124,840 shares by BBBV, 1,670 shares by AM 1998 and 18,820 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. |
(6) | These shares are held as follows: 870,999 shares by BBBV, 11,283 shares by AM 1998 and 98,877 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. |
(7) | These shares are held as follows: 143,167 shares by BBBV, 1,917 shares by AM 1998 and 21,583 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. |
Remarks: Exhibit List - Exhibit 24: Power of Attorney |