UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series E Preferred Stock (2) | 07/23/2007 | Â (2) | Class A Common Stock | 7,444,168 (2) | $ (2) | I | By Fund (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Clarus Lifesciences I, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
Simon Nicholas C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  |  | Managing dir. of GP |
GALAKATOS NICHOLAS C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  |  | Managing dir. of GP |
LIPTAK ROBERT C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  |  | Managing dir. of GP |
WHEELER KURT C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  |  | Managing dir. of GP |
STEINMETZ MICHAEL C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  |  | Managing dir. of GP |
HENNER DENNIS C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  |  | Managing dir. of GP |
Clarus Ventures I Management, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  |  | General Partner |
Clarus Ventures I, LLC C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  |  | GP Clarus Ventures I Mngmt. |
/s/ Robert Liptak, Managing director of Clarus Ventures I, LLC, general partner of Clarus Ventures I Management, L.P., general partner of Clarus Lifesciences I, L.P. | 08/02/2012 | |
**Signature of Reporting Person | Date | |
Robert Liptak, as attorney-in-fact for Nicholas Simon | 08/02/2012 | |
**Signature of Reporting Person | Date | |
Robert Liptak, as attorney-in-fact for Nicholas Galakatos | 08/02/2012 | |
**Signature of Reporting Person | Date | |
Robert Liptak | 08/02/2012 | |
**Signature of Reporting Person | Date | |
Robert Liptak, as attorney-in-fact for Kurt Wheeler | 08/02/2012 | |
**Signature of Reporting Person | Date | |
Robert Liptak, as attorney-in-fact for Michael Steinmetz | 08/02/2012 | |
**Signature of Reporting Person | Date | |
Robert Liptak, as attorney-in-fact for Dennis Henner | 08/02/2012 | |
**Signature of Reporting Person | Date | |
Robert Liptak, Managing director of Clarus Ventures I, LLC, general partner of Clarus Ventures I Management, L.P. | 08/02/2012 | |
**Signature of Reporting Person | Date | |
Robert Liptak, Managing director of Clarus Ventures I, LLC | 08/02/2012 | |
**Signature of Reporting Person | Date |
* | 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) | Clarus Ventures I Management, L.P. ("Clarus I Management") as the sole general partner of Clarus Lifesciences I, L.P. (the "Fund") and Clarus Ventures I, LLC ("Clarus I GPLLC") as the sole general partner of Clarus I Management, may be deemed to beneficially own certain of the shares held of record by the Fund. Clarus I Management disclaims beneficial ownership of all shares held of record by the Fund in which Clarus I Management does not have an actual pecuniary interest. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of Clarus I GPLLC, may be deemed to beneficially own certain of the shares held of record by the Fund. Each of Clarus I GPLLC and Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by the Fund in which he does not have an actual pecuniary interest. |
(2) | The Series E Preferred Stock is convertible into the Company's Class A Common Stock, currently on a one-for-one basis, and will automatically convert into Class A Common Stock upon the closing of the Company's initial public offering. The Series E Preferred Stock has no expiration date. |