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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 | |||
Series D Convertible Preferred | $ 0 (6) | 07/03/2006 | C | 3,447,188 | (6) | (6) | Common Stock | 3,447,188 (6) | $ 0 (6) | 0 | I (1) | and Direct |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LAWLOR AUGUSTINE 55 CAMBRIDGE PARKWAY SUITE 301 CAMBRIDGE, MA 02142 |
X | X |
/s/Jeffrey Steinberg, Attorney-in-Fact for Augustine Lawlor | 07/05/2006 | |
**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 445,499 shares of the Issuer's common stock issued to HealthCare Ventures VI, L.P. ("HCVVI") in satisfaction of accumulated dividends on the Series A and Series C Convertible Preferred Stock owned by HCVVI and 43,774 shares of the Issuer's common stock issued to HealthCare Ventures VIII, L.P. ("HCVVIII") in satisfaction of accumulated dividends on the Series D Convertible Preferred Stock owned by HCVVIII. |
(3) | 3,612,362 of these shares are owned by HCVVI and 746,707 of these shares are owned by HCVVIII. These securities are indirectly beneficially owned by the Reporting Person as a general partner of HealthCare Partners VI, L.P. ("HCPVI"), the general partner of HCVVI and as a managing director of HealthCare Partners VIII, LLC, which is the general partner of HealthCare Partners VIII, L.P., the general partner of HCVVIII. Mr. Lawlor disclaims beneficial ownership of those securities in which he does not have a pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16, except to the extent of his 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. |
(6) | These securities automatically converted into 702,933 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 D Convertible Preferred Stock gives effect to the Issuer's 1 for 4.904 reverse stock split. |