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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 | ||||||||
Warrants to Purchase Common Stock | $ 0.07 (2) | 10/31/2016 | X | 62,914 | (2) | 04/01/2022 | Common Stock | 62,914 | (2) | 0 | D (1) | ||||
Series A Preferred Stock | (3) | 10/31/2016 | C | 9,728,589 | (3) | (3) | Common Stock | 1,389,797 | (3) | 0 | D (1) | ||||
Series B-1 Preferred Stock | (4) | 10/31/2016 | C | 3,657,932 | (4) | (4) | Common Stock | 522,561 | (4) | 0 | D (1) | ||||
Series B-2 Preferred Stock | (5) | 10/31/2016 | C | 3,402,729 | (5) | (5) | Common Stock | 486,104 | (5) | 0 | D (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Novartis Bioventures Ltd C/O NOVARTIS INTERNATIONAL AG WSJ-200.220 CH-4002 BASEL, V8 0000000000 |
X | |||
NOVARTIS AG LICHTSTRASSE 35 BASEL, V8 CH 4056 |
X |
/s/ Simon Zivi, Authorized Signatory /s/ Laurieann Chaikowsky, Authorized Signatory | 10/31/2016 | |
**Signature of Reporting Person | Date | |
/s/ Simon Zivi, Chairman /s/ Laurieann Chaikowsky, Authorized Signatory | 10/31/2016 | |
**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) | The board of directors of Novartis Bioventures Ltd. has sole voting and investment control and power over such securities. None of the members of its board of directors has individual voting or investment power with respect to such securities and each disclaims beneficial ownership of such securities. Novartis Bioventures Ltd. is an indirectly owned subsidiary of Novartis AG. |
(2) | The Warrants automatically exercised immediately prior to the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision, resulting in the Issuer withholding 339 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 62,575 shares, after deducting the aggregate exercise price. |
(3) | Each share of the Series A Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |
(4) | Each share of the Series B-1 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |
(5) | Each share of the Series B-2 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |