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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 Stock | (4) | 06/26/2015 | C | 6,105,362 | (4) | (4) | Common Stock | 6,105,362 | $ 0 | 0 | I | See Footnote (1) | |||
Series A Convertible Preferred Stock | (4) | 06/26/2015 | C | 1,526,338 | (4) | (4) | Common Stock | 1,526,338 | $ 0 | 0 | I | See Footnote (2) | |||
Series A Convertible Preferred Stock | (4) | 06/26/2015 | C | 599,297 | (4) | (4) | Common Stock | 599,297 | $ 0 | 0 | I | See Footnote (3) | |||
Series A-2 Convertible Preferred Stock | (4) | 06/26/2015 | C | 898,877 | (4) | (4) | Common Stock | 898,877 | $ 0 | 0 | I | See Footnote (1) | |||
Series A-2 Convertible Preferred Stock | (4) | 06/26/2015 | C | 224,719 | (4) | (4) | Common Stock | 224,719 | $ 0 | 0 | I | See Footnote (2) | |||
Series B Convertible Preferred Stock | (4) | 06/26/2015 | C | 1,818,181 | (4) | (4) | Common Stock | 1,818,181 | $ 0 | 0 | I | See Footnote (1) | |||
Series B Convertible Preferred Stock | (4) | 06/26/2015 | C | 454,546 | (4) | (4) | Common Stock | 454,546 | $ 0 | 0 | I | See Footnote (2) | |||
Stock Option (right to buy) | $ 18 | 06/25/2015 | A | 15,000 | (5) | 06/24/2025 | Common Stock | 15,000 | $ 0 | 15,000 | I | See Footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AFEYAN NOUBAR 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | X | ||
Flagship Ventures Fund 2007, L.P. 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
Flagship Ventures Fund IV, L.P. 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
Flagship Ventures Fund IV-Rx, L.P. 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
Flagship Ventures 2007 General Partner LLC 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
Flagship Ventures Fund IV General Partner LLC 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
KANIA EDWIN M JR 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X |
FLAGSHIP VENTURES FUND 2007, L.P., By: Flagship Ventures 2007 General Partner, LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager | 06/26/2015 | |
**Signature of Reporting Person | Date | |
FLAGSHIP VENTURES 2007 GENERAL PARTNER, LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager | 06/26/2015 | |
**Signature of Reporting Person | Date | |
FLAGSHIP VENTURES FUND IV, L.P., By: Flagship Ventures Fund IV General Partner, LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager | 06/26/2015 | |
**Signature of Reporting Person | Date | |
FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager | 06/26/2015 | |
**Signature of Reporting Person | Date | |
FLAGSHIP VENTURES FUND IV-RX, L.P., By: Flagship Ventures 2007 General Partner, LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager | 06/26/2015 | |
**Signature of Reporting Person | Date | |
FLAGSHIP VENTURELABS IV, LLC, By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar Afeyan | 06/26/2015 | |
**Signature of Reporting Person | Date | |
NOUBAR B. AFEYAN, PH.D, /s/ Noubar Afeyan | 06/26/2015 | |
**Signature of Reporting Person | Date | |
EDWIN M. KANIA, JR., /s/ Edwin Kania, Jr. | 06/26/2015 | |
**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) | Held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship Fund IV. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
(2) | Held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship IV-Rx"). Flagship Fund IV GP is the general partner of Flagship IV Rx. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV-Rx. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
(3) | Held by Flagship Ventures Fund 2007, L.P. ("Flagship 2007"). Flagship Ventures 2007 General Partner LLC ("Flagship 2007 LLC") is the general partner of Flagship 2007. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2007. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
(4) | Each class of preferred stock converted into Common Stock on a one-for-one basis upon the listing of the issuer's securities on The NASDAQ Global Select Exchange and had no expiration date. |
(5) | Held by Noubar B. Afeyan, Ph.D. The option will vest as to 25% of the shares on June 25, 2016. The remainder of the shares will vest in 12 equal monthly installments. |
(6) | Held by Flagship VentureLabs IV LLC ("Flagship VentureLabs"). Flagship Fund IV is a member of Flagship VentureLabs and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. Each of these individuals and entities may be deemed to share voting and investment power with respect to all shares held by Flagship VentureLabs. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |