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 B Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
36,036
(3)
(4)
|
$
(5)
|
I
|
By Versant Affiliates Fund I-A, L.P.
(6)
|
Series B Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
75,675
(3)
(4)
|
$
(5)
|
I
|
By Versant Affiliates Fund I-B, L.P.
(7)
|
Series B Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
32,432
(3)
(4)
|
$
(5)
|
I
|
By Versant Side Fund I, L.P.
(8)
|
Series B Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
1,657,657
(3)
(4)
|
$
(5)
|
I
|
By Versant Venture Capital I, L.P.
(9)
|
Series E Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
4,728
(4)
(10)
|
$
(11)
|
I
|
By Versant Affiliates Fund I-A, L.P.
(6)
|
Series E Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
9,929
(4)
(10)
|
$
(11)
|
I
|
By Versant Affiliates Fund I-B, L.P.
(7)
|
Series E Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
8,890
(4)
(10)
|
$
(11)
|
I
|
By Versant Side Fund I, L.P.
(8)
|
Series E Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
449,265
(4)
(10)
|
$
(11)
|
I
|
By Versant Venture Capital I, L.P.
(9)
|
* |
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) |
These securities are exercisable immediately. |
(2) |
These securities do not have an expiration date. |
(3) |
Does not include shares of Common Stock that may be issued to the Reporting Person if the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 is distributed upon the closing of the Issuer's initial public offering (the "IPO") in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend"). |
(4) |
The Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(5) |
Upon consummation of the IPO, every 3 shares of Series B Preferred Stock will convert into 1 share of Common Stock. |
(6) |
The shares owned by Versant Affiliates Fund I-A, L.P. ("VAF-IA"). The general partner of VAF-IA is Versant Ventures I, LLC ("VVI"). |
(7) |
The shares owned by Versant Affiliates Fund I-B, L.P. ("VAF-IB"). The general partner of VAF-IB is VVI. |
(8) |
The shares owned by Versant Side Fund I, L.P. ("VSF"). The general partner of VSF is VVI. |
(9) |
The shares owned by Versant Venture Capital I, L.P. ("VVC"). The general partner of VVC is VVI. |
(10) |
Does not include additional shares of Common Stock that will be issued to the Reporting Person upon consummation of the IPO as a result of either the Conditional Dividend or the Increased Conversion Rate (as defined in footnote 11 below). |
(11) |
Upon consummation of the IPO, every 3 shares of Series E Preferred Stock will be converted into 1 share of Common Stock; provided, however, if the price per share of shares sold in the IPO is less than $11.40, the conversion rate will be 1.128 shares of Common Stock for every 3 shares of Series E Preferred Stock (the "Increased Conversion Rate"). |