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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 | ||||||||
Call Option (right to buy) | $ 10 | 10/01/2013 | S | 20,000 (3) | (6) | 01/18/2014 | Common Stock | 2,000,000 | $ 0.05 | 0 | I | See Footnotes (9) (10) | |||
Call Option (right to buy) | $ 20 | 10/01/2013 | P(1) | 20,000 (3) | (6) | 01/18/2014 | Common Stock | 2,000,000 | $ 0.02 | 0 | I | See Footnotes (9) (10) | |||
Call Option (right to buy) | $ 7.5 | 10/01/2013 | S | 10,000 (4) | (6) | 01/18/2014 | Common Stock | 1,000,000 | $ 0.05 | 0 | I | See Footnotes (9) (10) | |||
Call Option (right to buy) | $ 15 | 10/01/2013 | P(1) | 10,000 (4) | (6) | 01/18/2014 | Common Stock | 1,000,000 | $ 0.03 | 0 | I | See Footnotes (9) (10) | |||
Call Option (right to buy) | $ 5 | 10/01/2013 | P | 30,000 (5) | (6) | 01/17/2015 | Common Stock | 3,000,000 | $ 0.6 | 30,000 (7) | I | See Footnotes (9) (10) | |||
Call Option (obligation to sell) | $ 7.5 | 10/01/2013 | S(2) | 30,000 (5) | (6) | 01/17/2015 | Common Stock | 3,000,000 | $ 0.2 | 5,000 (8) | I | See Footnotes (9) (10) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON, MA 02116 |
X | |||
Kolchinsky Peter 20 PARK PLAZA, SUITE 1200 BOSTON, MA 02116 |
X | |||
RA Capital Healthcare Fund LP 20 PARK PLAZA, SUITE 1200 BOSTON, MA 02116 |
X |
/s/ Peter Kolchinsky Peter Kolchinsky, Manager of RA Capital Management, LLC | 08/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ Peter Kolchinsky Peter Kolchinsky, individually | 08/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ Peter Kolchinsky Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P. | 08/22/2014 | |
**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) | Transaction represents the covering of previously reported call options written by RA Capital Healthcare Fund, L.P. (the "Fund") and for an account owned by Blackwell Partners, LLC (the "Blackwell Account") as part of an equity option spread, under which the Fund and the Account have no further obligations. |
(2) | Transaction represents the offsetting of previously reported call options purchased by the Fund and the Account, under which the Fund and the Account have no further rights. |
(3) | The options transacted include 14,885 contracts for the Fund and 5,115 contracts for the Blackwell Account. |
(4) | The options transacted include 7,760 contracts for the Fund and 2,240 contracts for the Blackwell Account. |
(5) | The options transacted include 24,000 contracts for the Fund and 6,000 contracts for the Blackwell Account. |
(6) | These options are exercisable at any time prior to their expiration. |
(7) | Following the transactions set forth on Table II above, 24,000 option contracts are held by the Fund and 6,000 options contracts are held in the Blackwell Account. |
(8) | Following the transactions set forth on Table II above, 4,800 option contracts are held by the Fund and 200 option contracts are held in the Blackwell Account. |
(9) | RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Blackwell Account. Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of Mr. Kolchinsky and the Adviser may be deemed to beneficially own the reported securities. |
(10) | Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that Mr. Kolchinsky or the Adviser is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of securities reported herein. |