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 | ||||
Common Stock Warrant (right to buy) | 08/13/2008 | 08/13/2015 | Common Stock | 1,290,922 (1) (2) | $ 3.53 | D | Â |
Unit Warrant | 02/13/2009 | 08/13/2009 | Common Stock (3) | 2,216,313 | $ (3) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Clarus Lifesciences II, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
Clarus Ventures II GP, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
Clarus Ventures II, LLC C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
LIPTAK ROBERT 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 |
 |  X |  |  |
HENNER DENNIS C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
GALAKATOS NICHOLAS C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
Leiden Jeffrey C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
WHEELER KURT C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
STEINMETZ MICHAEL C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE, MA 02142 |
 |  X |  |  |
/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P., general partner of Clarus Lifesciences II, L.P. | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P. | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, Manager of Clarus Ventures II, LLC | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, as attorney-in-fact for Nicholas Simon | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, as attorney-in-fact for Dennis Henner | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, as attorney-in-fact for Nicholas Galakatos | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, as attorney-in-fact for Jeffrey Leiden | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, as attorney-in-fact for Kurt Wheeler | 08/20/2008 | |
**Signature of Reporting Person | Date | |
/s/ Robert Liptak, as attorney-in-fact for Michael Steinmetz | 08/20/2008 | |
**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) | Securities held of record by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. |
(2) | Each of Messrs. Galakatos, Henner, Leiden, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Leiden, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest. |
(3) | The reported securities are included within a Unit Warrant purchased by Clarus for $95,124.13. Clarus has the right to purchase 1,773,050 Units. Each Unit consists of (i) one share of Common Stock, par value $0.001 per share of the Company and (ii) a warrant to purchase 0.25 shares of Common Stock. The exercise price of the Unit Warrant is $2.82 per Unit, and the exercise price of the warrant to purchase Common Stock underlying the Unit Warrant is $3.53 per share. |