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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 E-4 Convertible Preferred Stock | (2) | 02/11/2014 | C | 1,539,343 | (2) | (2) | Common Stock | 1,539,343 | (2) | 0 | I | by NovaQuest Pharma Opportunities Fund III, L.P. (3) | |||
| Series E-5 Convertible Preferred Stock | (2) | 02/11/2014 | C | 500,039 | (2) | (2) | Common Stock | 500,039 | (2) | 0 | I | by NovaQuest Pharma Opportunities Fund III, L.P. (3) | |||
| Convertible Promissory Notes | (4) | 02/11/2014 | C | 658,551 (4) | (4) | (4) | Common Stock | 658,551 | (4) | 0 | I | by NovaQuest Pharma Opportunities Fund III, L.P. (3) | |||
| Warrant to Purchase Common Stock | (6) | 02/11/2014 | X | 398,717 (7) | (6) | (6) | Common Stock | 398,717 (7) | (6) | 0 | I | by NovaQuest Pharma Opportunities Fund III, L.P. (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tunnicliffe Jonathan C/O NOVAQUEST CAPITAL MANAGEMENT, L.L.C. 4208 SIX FORKS ROAD, SUITE 920 RALEIGH, NC 27609 |
X | X | ||
| /s/ Gordon Ho, Attorney-in-fact | 02/11/2014 | |
| **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) | Issued upon conversion of Series E-4 and E-5 Preferred Stock upon closing of the Issuer's initial public offering. |
| (2) | Each share of the Issuer's Series E-1, Series E-2, Series E-3, Series E-4 and Series E-5 Preferred Stock automatically converted into 1 share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date. |
| (3) | These securities are held by NovaQuest Pharma Opportunities Fund III, L.P. ("NovaQuest"). NQ HCIF General Partner, L.P., the general partner of NovaQuest ("NovaQuest GP"), has the power to vote and dispose of securities directly owned by NovaQuest, and NQ HCIF GP, Ltd., the general partner of NovaQuest GP ("NovaQuest GP Ltd."), has the power to direct the NovaQuest GP as to such voting and disposition. NovaQuest GP Ltd.'s investment committee, on which the Reporting Person, Jonathan Tunnicliffe, serves, makes voting and investment decisions regarding securities held by NovaQuest. Accordingly, Mr. Tunnicliffe may be deemed to have shared voting and dispositive power over the securities held by NovaQuest. Mr. Tunnicliffe disclaims beneficial ownership of the securities held by NovaQuest except to the extent of his pecuniary interest therein. |
| (4) | Convertible Promissory Notes in the aggregate principal amount of $9,500,000.00 were issued between October 8, 2013 and January 16, 2014 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The principal amount of $9,500,000.00 plus interest accrued through October 7, 2014, at the rate of 12% per annum converted automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price that equals to 100% of the per share price of the Common Stock sold in the Issuer's initial public offering. |
| (5) | Issued upon closing of the Issuer's initial public offering pursuant to automatic net exercise of warrants to purchase common stock at an exercise price of $0.15 per share. |
| (6) | Automatically net exercised into shares of the Issuer's Common Stock at an exercise price of $0.15 per share. |
| (7) | Includes certain warrants to purchase capital stock of the Issuer issued between October 8, 2013 and January 16, 2014 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The warrant shares were automatically net exercised into Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a per share exercise price of $0.15 per share on a post-split basis. |