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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 | $ 0 (1) | 08/11/2010 | C | 1,792,115 | (1) | (1) | Common Stock | 286,116 | $ 0 | 0 | D | ||||
| Series B Convertible Preferred Stock | $ 0 (2) | 08/11/2010 | C | 1,433,692 | (2) | (2) | Common Stock | 205,763 | $ 0 | 0 | D | ||||
| Warrant (Right to Buy) | $ 7.45 | 08/20/2009 | 08/20/2016 | Common Stock | 3,127 (6) | 3,127 | D | ||||||||
| Series B Convertible Preferred Stock | $ 0 (2) | 08/11/2010 | C | 12,903,226 | (2) | (2) | Common Stock | 1,827,208 | $ 0 | 0 | I | By Quaker BioVentures, II, L.P. (4) | |||
| Warrant (Right to Buy) | $ 7.45 | 08/20/2009 | 08/20/2016 | Common Stock | 37,524 (6) | 37,524 | I | By Quaker BioVentures, II, L.P. (4) | |||||||
| Convertible Promissory Note | $ 8 | 08/11/2010 | C | $ 3,489,007 | (5) | (5) | Common Stock | 436,125 | $ 0 | 37,524 | I | By Quaker BioVentures, II, L.P. (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BioAdvance Ventures L P C/O QUAKER BIOVENTURES CIRA CENTER 2929 ARCH STREET PHILADELPHIA, PA 19104 |
X | |||
| BioAdvance Ventures, L.P., By: BioAdvance GP I, L.P., its general partner, By: Quaker BioAdvance Management, L.P., its general partner, By: Quaker BioVentures Management, LLC, its general partner, By: /s/ Richard S. Kollender, Vice President | 08/11/2010 | |
| **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 shares of Series A Convertible Preferred Stock, including all accrued and unpaid dividends thereon, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering, and had no expiration date. |
| (2) | The shares of Series B Convertible Preferred Stock, including all accrued and unpaid dividends thereon, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering, and had no expiration date. |
| (3) | Shares issued upon the closing of the Issuer's initial public offering at the initial public offering price of $10.00 per share. |
| (4) | These securities are owned by Quaker BioVentures II, L.P., which is under common control with BioAdvance Ventures, L.P. BioAdvance Ventures, L.P. disclaims beneficial ownership of these securities except to the extent of its proportionate pecuniary interest therein. |
| (5) | The Convertible Promissory Note, including all accrued and unpaid interest thereon, converted automatically into Common Stock upon the closing of the Issuer's initial public offering. |
| (6) | The Series B Convertible Preferred Stock Warrants held by the reporting person and Quaker BioVentures II, L.P., each previously reported on a Form 3, converted automatically into warrants to purchase shares of Common Stock upon the closing of the Issuer's initial public offering. |