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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 Stock | (2) | 02/08/2011 | C | 1,487,680 | (2) | (2) | Common Stock | 1,487,680 | $ 0 | 0 | D | ||||
Convertible Promissory Note | $ 13.44 | 02/08/2011 | C | 1,021,223 | (3) | (3) | Common Stock | 1,021,223 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HBM BIOVENTURES CAYMAN LTD CENTENNIAL TOWERS, 3RD FLOOR 2454 WEST BAY ROAD GRAND CAYMAN, CAYMAN ISLANDS |
X |
/s/ John Arnold, Chairman and Managing Director | 02/10/2011 | |
**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) | Represents shares of Common Stock acquired upon the automatic conversion of Series A convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. |
(2) | The Series A convertible preferred stock did not have an expiration date. The Series A convertible preferred stock automatically converted into shares of Common Stock at an effective conversion ratio of one-to-one upon the closing of the Issuer's initial public offering of Common Stock. |
(3) | Represents shares of Common Stock acquired upon the automatic conversion of all principal and accrued interest due on these convertible promissory notes upon the closing of the Issuer's initial public offering of Common Stock at an effective conversion price of approximately $13.44. |
(4) | These shares of Common Stock were acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price of such securities did not become fixed until their automatic conversion at the time of closing of the Issuer's initial public offering of Common Stock. |
(5) | Represents shares of Common Stock acquired upon the conversion of a convertible promissory note issued in December 2010. The outstanding principal amount and accrued but unpaid interest therein was automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock at an effective conversion price of $7.00 which represents the initial public offering price per share of the Common Stock sold by the issuer.. |