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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 Redeemable Preferred Stock | (4) | 02/17/2016 | C | 10,000,000 | (4) | (4) | Common Stock | 1,318,932 (5) | $ 0 | 0 | D (2) | ||||
Series B Convertible Redeemable Preferred Stock | (4) | 02/17/2016 | C | 1,944,315 | (4) | (4) | Common Stock | 179,859 | $ 0 | 0 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Novartis Bioventures Ltd 131 FRONT STREET HAMILTON, D0 HM12 |
X | |||
NOVARTIS AG LICHTSTRASSE 35 BASEL, V8 4056 |
X |
NOVARTIS BIOVENTURES LTD., /s/ Simon Zivi, Chairman | 02/17/2016 | |
**Signature of Reporting Person | Date | |
NOVARTIS BIOVENTURES LTD., /s/ Laurieann Chaikowsky, Authorized Signatory | 02/17/2016 | |
**Signature of Reporting Person | Date | |
NOVARTIS AG, /s/ Simon Zivi, Authorized Signatory | 02/17/2016 | |
**Signature of Reporting Person | Date | |
NOVARTIS AG, /s/ Laurieann Chaikowsky, Authorized Signatory | 02/17/2016 | |
**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) | This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series A Convertible Redeemable Preferred Stock (the "Series A Shares"), the payment of accrued dividends on the Series A Shares and the conversion of the Issuer's Series B Convertible Redeemable Preferred Stock (the "Series B Shares", collectively, the "Preferred Shares"). |
(2) | These securities are held directly by Novartis Bioventures Ltd. ("Novartis Bioventures"). Novartis Bioventures is a corporation organized under the laws of Bermuda and is an indirect wholly-owned subsidiary of Novartis AG. Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd. |
(3) | These securities were purchased in connection with the initial public offering of the Issuer. |
(4) | The Preferred Shares automatically converted into Issuer Common Stock on a 10.8102-to-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Preferred Shares were convertible at any time at the election of the Reporting Person and had no expiration date. |
(5) | These securities include shares of Issuer Common Stock received as payment for accrued dividends on the Series A Shares. |