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) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series C-3 Convertible Preferred Stock
|
Â
(4)
|
Â
(5)
|
Common Stock
|
17,451
|
$
(4)
|
D
|
Â
|
Series B Convertible Preferred Stock
|
Â
(4)
|
Â
(5)
|
Common Stock
|
184,785
|
$
(4)
|
I
|
By ABV Holding Company 7 LLC
(3)
|
Series C-1 Convertible Preferred Stock
|
Â
(4)
|
Â
(5)
|
Common Stock
|
187,126
|
$
(4)
|
I
|
By ABV Holding Company 7 LLC
(3)
|
Series C-1 Convertible Preferred Stock
|
Â
(4)
|
Â
(5)
|
Common Stock
|
137,973
|
$
(4)
|
I
|
By ABV Holding Company 9 LLC
(6)
|
Series C-2 Convertible Preferred Stock
|
Â
(4)
|
Â
(5)
|
Common Stock
|
83,769
|
$
(4)
|
I
|
By ABV Holding Company 10 LLC
(7)
|
Series C-3 Convertible Preferred Stock
|
Â
(4)
|
Â
(5)
|
Common Stock
|
366,490
|
$
(4)
|
I
|
By ABV Holding Company 12 LLC
(8)
|
Subordinated Convertible Promissory Note
|
Â
(9)
|
01/07/2012 |
Common Stock
|
$
1,400,000
|
$
(10)
|
I
|
By ABV Holding Company 13 LLC
(11)
|
* |
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) |
29,668 shares held by Douglas G. Bailey are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Issuer and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation. |
(2) |
44,502 shares held by ABV Holding Company 7 LLC are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Issuer and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation. |
(3) |
Douglas G. Bailey is a Managing Member of ABV Holding Company 7 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein. |
(4) |
The reported securities are convertible at any time at the option of the reporting person, but automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. |
(5) |
Not applicable. |
(6) |
Douglas G. Bailey is a Managing Member of ABV Holding Company 9 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein. |
(7) |
Douglas G. Bailey is a Managing Member of ABV Holding Company 10 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein. |
(8) |
Douglas G. Bailey is a Managing Member of ABV Holding Company 12 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein. |
(9) |
The outstanding principal amount of the reported securities and all accrued and unpaid interest automatically convert upon the closing of the Issuer's initial public offering. |
(10) |
85% of the original issue price of the shares of the Issuer's initial public offering. |
(11) |
Douglas G. Bailey is a Managing Member of ABV Holding Company 13 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein. |