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 | ||||
Series B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 978,562 | $ 0 | I | By Prospect Venture Partners II, L.P. (2) |
Series B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 14,902 | $ 0 | I | By Prospect Associates II,L.P. (3) |
Series C Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,000,978 | $ 0 | I | By Prospect Venture Partners II, L.P. (2) |
Series C Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 15,242 | $ 0 | I | By Prospect Associates II, L.P. (3) |
Series D Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 219,042 | $ 0 | I | By Prospect Venture Partners II, L.P. (2) |
Series D Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 3,334 | $ 0 | I | By Prospect Associates II, L.P. (3) |
Warrants to purchase Series B Preferred Stock | Â (4) | Â (4) | Common Stock | 14,892 | $ 6.375 | I | By Prospect Venture Partners II, L.P. (5) |
Warrants to purchase Series B Preferred Stock | Â (4) | Â (4) | Common Stock | 227 | $ 6.375 | I | By Prospect Associates II, L.P. (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PROSPECT VENTURE PARTNERS II LP C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301 |
 |  X |  |  |
PROSPECT MANAGEMENT CO II LLC C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301 |
 |  X |  |  |
PROSPECT ASSOCIATES II L P C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301 |
 |  X |  |  |
TANANBAUM JAMES B C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301 |
 |  X |  |  |
HIRSCH RUSSELL C C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301 |
 |  X |  |  |
SCHNELL DAVID C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301 |
 |  X |  |  |
/s/ Dave Markland, Attorney-in-Fact for Prospect Venture Partners II, L.P. | 05/30/2007 | |
**Signature of Reporting Person | Date | |
/s/ Dave Markland, Attorney-in-Fact for Prospect Management Co. II, LLC | 05/30/2007 | |
**Signature of Reporting Person | Date | |
/s/ Dave Markland, Attorney-in-Fact for Prospect Associates II, L.P. | 05/30/2007 | |
**Signature of Reporting Person | Date | |
/s/ Dave Markland, Attorney-in-Fact for James B. Tananbaum | 05/30/2007 | |
**Signature of Reporting Person | Date | |
/s/ Dave Markland, Attorney-in-Fact for Russell C. Hirsch | 05/30/2007 | |
**Signature of Reporting Person | Date | |
/s/ Dave Markland, Attorney-in-Fact for David Schnell | 05/30/2007 | |
**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 Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering. |
(2) | The shares are owned by Prospect Venture Partners II, L.P. ("PVP II"), which is under common control with Prospect Associates II, L.P. ("PA II"). Prospect Management Co. II, L.L.C. ("PMC II") serves as the general partner of PVP II. James B. Tananbaum, M.D., Alexander E. Barkas, Ph.D., David Schnell, M.D., and Russell C. Hirsch, M.D., Ph.D. are the Managing Directors of PMC II and each reporting person shares voting and investment power over the shares held by PVP II. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. Dr. Barkas is a director of the Issuer and, accordingly, files separate Section 16 reports. |
(3) | The shares are owned by PA II. PMC II serves as the general partner of PA II. James B. Tananbaum, M.D., Alexander E. Barkas, Ph.D., David Schnell, M.D., and Russell C. Hirsch, M.D., Ph.D. are the Managing Directors of PMC II and each reporting person shares voting and investment power over the shares held by PA II. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. Dr. Barkas is a director of the Issuer and, accordingly, files separate Section 16 reports. |
(4) | Immediately exercisable. These warrants shall expire upon the closing of the Issuer's initial public offering. |
(5) | The shares are owned by PVP II. |
(6) | The shares are owned by PA II. |
 Remarks: Exhibit 99.1 Joint Filer information |