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 |
|
| ||||||||||||||||||||||||||||||
|
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) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series E Preferred Stock | Â (1) | Â (1) | Common Stock | 1,158,564 | $ (1) | I | See Footnote (2) |
Warrant to Purchase Series E Preferred Stock | Â (3) | 02/28/2024 | Common Stock | 86,891 | $ 12.9471 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HealthCare Royalty Partners II, L.P. 300 ATLANTIC STREET, SUITE 600 STAMFORD, CT 06901 |
 |  X |  |  |
HealthCare Royalty Management, LLC 300 ATLANTIC STREET, SUITE 600 STAMFORD, CT 06901 |
 |  X |  |  |
/s/ Gregory B. Brown, M.D., Founding Managing Director of HealthCare Royalty GP II, LLC, the General Partner of HealthCare Royalty Partners II, L.P. | 06/11/2015 | |
**Signature of Reporting Person | Date | |
/s/ Gregory B. Brown, M.D., Founding Managing Director of HealthCare Royalty Management, LLC | 06/11/2015 | |
**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) | 1,127,378 outstanding shares of Series E Preferred Stock shall automatically convert into 1,158,564 shares of common stock, on a 1.027662672-for-one basis, immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date. |
(2) | HealthCare Royalty Management, LLC is the investment manager of Healthcare Royalty Partners II, L.P. ("HCRPII") and therefore may be deemed to beneficially own the securities beneficially owned by HCRPII. |
(3) | 100% of the shares subject to the warrant are fully vested and exercisable. The warrant to purchase 84,553 shares of Series E Preferred Stock shall automatically become exercisable for 86,891 shares of Common Stock on a 1.027662672-for-one basis immediately prior to the closing of the Issuer's initial public offering |