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 A-1 Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 13,793 (3) (5) | $ (3) | D | Â |
Series A-1 Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 13,793 (2) (3) | $ (3) | D | Â |
Series A-1 Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 27,586 (3) (7) | $ (3) | D | Â |
Series A-2 Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 17,991 (2) (3) | $ (3) | D | Â |
Series A-2 Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 17,991 (3) (5) | $ (3) | D | Â |
Series A-2 Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 35,982 (3) (7) | $ (3) | D | Â |
Series B Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 106,776 (2) (3) | $ (3) | D | Â |
Series B Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 73,535 (3) (5) | $ (3) | D | Â |
Series B Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 213,552 (3) (7) | $ (3) | D | Â |
Series C Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 313,845 (3) (5) | $ (3) | D | Â |
Series C Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 95,226 (2) (3) | $ (3) | D | Â |
Series C Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 295,068 (3) (7) | $ (3) | D | Â |
Series C Convertible Participating Preferred Stock | Â (3) | Â (4) | Common Stock | 100,591 (3) (6) | $ (3) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MEDIPHASE VENTURE PARTNERS II LP 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 X |  X |  |  |
Mediphase Venture Partners (DP&UP) Limited Partnership 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 |  X |  |  |
Mediphase Venture Partners II (Annex Fund) Limited Partnership 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 |  X |  |  |
Mediphase Venture Partners II (Select Fund) Limited Partnership 1 GATEWAY CENTER, SUITE 407 NEWTONÂ 02458 |
 |  X |  |  |
Mediphase II LLC 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 |  X |  |  |
Mediphase (DP&UP) LLC 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 |  X |  |  |
Mediphase II (Annex Fund) LLC 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 |  X |  |  |
Mediphase II (Select Fund) LLC 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 |  X |  |  |
Miller Lawrence G. 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 |  X |  |  |
Howard Paul Anthony 1 GATEWAY CENTER, SUITE 407 NEWTON, MA 02458 |
 |  X |  |  |
Mediphase Venture Partners II Limited Partnership By: Mediphase II LLC, its General Partner By: /s/ Paul Howard, its Managing Member | 03/19/2013 | |
**Signature of Reporting Person | Date | |
Mediphase Venture Partners (DP & UP) Limited Partnership By: Mediphase (DP & UP) LLC, its General Partner By: /s/ Paul Howard, its Managing Member | 03/19/2013 | |
**Signature of Reporting Person | Date | |
Mediphase Venture Partners II (Annex Fund) Limited Partnership By: Mediphase II (Annex Fund) LLC, its General Partner By: /s/ Paul Howard, its Managing Member | 03/19/2013 | |
**Signature of Reporting Person | Date | |
Mediphase Venture Partners II (Select Fund) Limited Partnership By: Mediphase II (Select Fund) LLC, its General Partner By: /s/ Paul Howard, its Managing Member | 03/19/2013 | |
**Signature of Reporting Person | Date | |
Mediphase II LLC By: /s/ Paul Howard, its Managing Member | 03/19/2013 | |
**Signature of Reporting Person | Date | |
Mediphase (DP & UP) LLC By: /s/ Paul Howard, its Managing Member | 03/19/2013 | |
**Signature of Reporting Person | Date | |
Mediphase II (Annex Fund) LLC By: /s/ Paul Howard, its Managing Member | 03/19/2013 | |
**Signature of Reporting Person | Date | |
Mediphase II (Select Fund) LLC By: /s/ Paul Howard, its Managing Member | 03/19/2013 | |
**Signature of Reporting Person | Date | |
/s/ Lawrence Miller | 03/19/2013 | |
**Signature of Reporting Person | Date | |
/s/ Paul Howard | 03/19/2013 | |
**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) | Reflects a one-for-twenty-nine reverse stock split effected on March 5, 2013. |
(2) | Held by Mediphase Venture Partners II (Annex Fund) Limited Partnership. Mediphase Venture Partners II (Annex Fund) LLC is the general partner of Mediphase Venture Partners II (Annex Fund) Limited Partnership. The members of Mediphase Venture Partners II (Annex Fund) LLC are Lawrence Miller and Paul Howard. Mediphase Venture Partners II (Annex Fund) LLC and each of these individuals exercises shared voting and investment power over the shares held of record by Mediphase Venture Partners II (Annex Fund) Limited Partnership. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
(3) | Convertible into Common Stock on a 1-for-29 basis without payment of further consideration. Each share will automatically convert into 1/29th of a share of Common Stock upon the closing of the Issuer's initial public offering. |
(4) | Not Applicable |
(5) | Held by Mediphase Venture Partners (DP & UP) Limited Partnership. Mediphase Venture Partners (DP & UP) LLC is the general partner of Mediphase Venture Partners (DP & UP) Limited Partnership. The members of Mediphase Venture Partners (DP & UP) LLC are Lawrence Miller and Paul Howard. Mediphase Venture Partners (DP & UP) LLC and each of these individuals exercises shared voting and investment power over the shares held of record by Mediphase Venture Partners (DP & UP) Limited Partnership. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
(6) | Held by Mediphase Venture Partners II Select Fund Limited Partnership. Mediphase Venture Partners II Select Fund LLC is the general partner of Mediphase Venture Partners II Select Fund L.P. The members of Mediphase Venture Partners II Select Fund LLC are Lawrence Miller and Paul Howard. Mediphase Venture Partners II Select Fund LLC and each of these individuals exercises shared voting and investment power over the shares held of record by Mediphase Venture Partners II Select Fund L.P. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
(7) | Held by Mediphase Venture Partners II Limited Partnership. Mediphase Venture Partners II LLC is the general partner of Mediphase Venture Partners II Limited Partnership. The members of Mediphase Venture Partners II LLC are Lawrence Miller and Paul Howard. Mediphase Venture Partners II LLC and each of these individuals exercises shared voting and investment power over the shares held of record by Mediphase Venture Partners II Limited Partnership. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |