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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 | $ 0 (4) | 07/03/2006 | C | 8,250,300 | (4) | (4) | Common Stock | 8,250,300 (4) | $ 0 (4) | 0 | I (1) | and Direct | |||
Series C Convertible Preferred | $ 0 (5) | 07/03/2006 | C | 7,280,001 | (5) | (5) | Common Stock | 7,280,001 (5) | $ 0 (5) | 0 | I (1) | and Direct |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HEALTHCARE VENTURES VI LP HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542 |
X | |||
HEALTHCARE PARTNERS VI LP HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542 |
X | |||
CAVANAUGH JAMES H HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542 |
X | |||
LITTLECHILD JOHN W 55 CAMBRIDGE PARKWAY SUITE 301 CAMBRIDGE, MA 02142 |
X | |||
WERNER HAROLD R HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542 |
X | |||
Mirabelli Christopher 55 CAMBRIDGE PARKWAY SUITE 301 CAMBRIDGE, MA 02142 |
X | |||
AGUIAR ERIC HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542 |
X | |||
CROUSE WILLIAM W HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542 |
X |
/s/Jeffrey Steinberg, Administrative Partner, HealthCare Ventures VI, L.P. | 07/03/2006 | |
**Signature of Reporting Person | Date | |
/s/Jeffrey Steinberg, Administrative Partner for HealthCare Partners VI, L.P. | 07/03/2006 | |
**Signature of Reporting Person | Date | |
/s/Jeffrey Steinberg, Attorney-in-Fact for James H. Cavanaugh | 07/03/2006 | |
**Signature of Reporting Person | Date | |
/s/Jeffrey Steinberg, Attorney-in-Fact for John Littlechild | 07/03/2006 | |
**Signature of Reporting Person | Date | |
/s/Jeffrey Steinberg, Attorney-in-Fact for Harold Werner | 07/03/2006 | |
**Signature of Reporting Person | Date | |
/s/Jeffrey Steinberg, Attorney-in-Fact for Christopher Mirabelli | 07/03/2006 | |
**Signature of Reporting Person | Date | |
/s/Jeffrey Steinberg, Attorney-in-Fact for Eric Aguiar | 07/03/2006 | |
**Signature of Reporting Person | Date | |
/s/Jeffrey Steinberg, Attorney-in-Fact for William Crouse | 07/03/2006 | |
**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) | Not Applicable |
(2) | Includes 296,239 shares of the Issuer's common stock issued to HealthCare Ventures VI, L.P. ("HCVVI") in satisfaction of accumulated dividends on the Reporting Person's Series A and Series C Convertible Preferred Stock. |
(3) | These securities are owned by HCVVI. These securities are indirectly beneficially owned by HealthCare Partners VI, L.P. ("HCPVI"), the General Partner of HCVVI, and each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli, Augustine Lawlor, William Crouse and Eric Aguiar, the general partners of HCPVI. Drs. Cavanaugh, Mirabelli and Aguiar and Messrs. Werner, Littlechild, Crouse and Lawlor disclaim beneficial ownership of those securities in which they do not have a pecuniary interest and this report shall not be deemed an admission that they are the beneficial owners of these securities for purposes of Section 16 except to the extent of their pecuniary interest therein. |
(4) | These securities automatically converted into 1,682,361 shares of the Issuer's Common Stock on July 3, 2006, the closing of the initial public offering of the Issuer. The conversion of the Series A Convertible Preferred Stock gives effect to the Issuer's 1 for 4.904 reverse stock split. |
(5) | These securities automatically converted into 1,484,502 shares of the Issuer's Common Stock on July 3, 2006, the closing of the initial public offering of the Issuer. The conversion of the Series C Convertible Preferred Stock gives effect to the Issuer's 1 for 4.904 reverse stock split. |