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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 Preferred Stock (1) | (1) | 03/17/2014 | C | 296,982 | (6) | (7) | Common Stock | 340,799 | (1) | 0 | D (2) (3) | ||||
Series B Preferred Stock (4) | (4) | 03/17/2014 | C | 223,441 | (6) | (7) | Common Stock | 296,879 | (4) | 0 | D (2) (3) | ||||
Series C Preferred Stock (5) | (5) | 03/17/2014 | C | 469,937 | (6) | (7) | Common Stock | 469,937 | (5) | 0 | D (2) (3) | ||||
Series D Preferred Stock (5) | (5) | 03/17/2014 | C | 311,042 | (6) | (7) | Common Stock | 311,042 | (5) | 0 | D (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARCH VENTURE FUND VI LP 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X | |||
ARCH VENTURE PARTNERS VI LP 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X | |||
ARCH VENTURE PARTNERS VI LLC 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X | |||
CRANDELL KEITH 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X | |||
BYBEE CLINTON 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X | |||
NELSEN ROBERT 8725 W HIGGINS RD STE 290 CHICAGO, IL 60631 |
X |
By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH VI | 03/17/2014 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of GPLP | 03/17/2014 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of GPLLC | 03/17/2014 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell | 03/17/2014 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee | 03/17/2014 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen | 03/17/2014 | |
**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) | Each share of Series A Preferred Stock automatically converted on a 1-to-1.147541 basis into Common Stock without receipt of any additional consideration immediately prior to the closing of the Issuer's initial public offering on March 17, 2014. |
(2) | Securities held of record by ARCH Venture Fund VI, L.P. ("ARCH VI"). ARCH Venture Partners VI, L.P. (the "GPLP"), as the sole general partner of ARCH VI, may be deemed to beneficially own certain of the shares held of record by ARCH VI. The GPLP disclaims beneficial ownership of all shares held of record by ARCH VI in which the GPLP does not have an actual pecuniary interest. ARCH Venture Partners VI, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH VI. The GPLLC disclaims beneficial ownership of all shares held of record by ARCH VI in which the GPLLC does not have an actual pecuniary interest. Each of Keith Crandell, Clinton Bybee and Robert Nelsen, as managing directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by ARCH VI. |
(3) | Each of Messrs. Crandell, Bybee and Nelsen disclaims beneficial ownership of all shares held of record by ARCH VI except to the extent of their pecuniary interest therein. |
(4) | Each share of Series B Preferred Stock automatically converted on a 1-to-1.328671 basis into Common Stock without receipt of any additional consideration immediately prior to the closing of the Issuer's initial public offering on March 17, 2014. |
(5) | Each share of Series C and Series D Preferred Stock automatically converted on a 1-to-1 basis into Common Stock without receipt of any additional consideration immediately prior to the closing of the Issuer's initial public offering on March 17, 2014. |
(6) | The shares converted into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
(7) | The shares do not have an expiration date. |