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 C-3 Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
14,149,452
(2)
|
$
(1)
|
I
|
See Footnote
(2)
|
Common Stock Warrant (Right to Buy)
|
Â
(3)
|
04/25/2010 |
Common Stock
|
25,804
(4)
|
$
9
(4)
|
I
|
See Footnote
(5)
|
* |
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) |
Each share of Series C-3 Preferred Stock will convert automatically into 0.25 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering. |
(2) |
Does not reflect the conversion of the Series C-3 Preferred Stock into Common Stock. The shares are held as follows: 9,525,412 by MPM BioVentures II-QP, L.P. ("BV II QP"),1,051,305 by MPM BioVentures II, L.P. ("BV II"), 219,315 by MPM Asset Management Investors 2000B LLC ("AM 2000B") and 3,353,420 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is a member of AM 2000B and AM II LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(3) |
Immediately |
(4) |
Calculated based on an assumed exercise price of $9.00 per share, the mid-point of the price range of the issuer's initial public offering. The number of shares issuable upon the exercise of this warrant may be calculated by dividing an aggregate of $232,236 by the exercise price per share. The exercise price will be set at the price per share paid by the investors in the issuer's initial public offering. |
(5) |
The shares are held as follows: 17,372 by BV II QP, 1,917 by BV II, 399 by AM 2000B and 6,116 by BV KG. |