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 A Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
1,000,000
|
$
(1)
|
D
|
Â
|
Series B Preferred Stock
|
Â
(2)
|
Â
(2)
|
Common Stock
|
2,795,031
|
$
(2)
|
D
|
Â
|
Accrued Preferred Stock Dividends
|
Â
(3)
|
Â
(3)
|
Common Stock
|
61,552
|
$
(3)
|
D
|
Â
|
Stock Option (right to buy)
|
Â
(4)
|
08/11/2024 |
Common Stock
|
37,203
|
$
3.45
|
I
|
By Affiliate
|
* |
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) |
The Series A Preferred Stock will automatically convert into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering and has no expiration date. |
(2) |
The Series B Preferred Stock will automatically convert into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering and has no expiration date. |
(3) |
The Series A Preferred Stock and Series B Preferred Stock accrue stock dividends payable in additional shares of Series A Preferred Stock or Series B Preferred Stock (respectively) at a rate of 8% per annum. Shares of Series A Preferred Stock and Series B Preferred Stock issued as accrued stock dividends are immediately convertible into shares of Common Stock upon issuance, will be automatically converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering, and have no expiration date. The aggregate amount of stock dividends that will have accrued through February 4, 2015, the expected closing date of the initial public offering, is 61,552 shares of Common Stock. |
(4) |
This option was granted on August 11, 2014 to Steven M. Altschuler, MD, the Chief Executive Officer of the Reporting Person and the Chairman of the Board of Directors of the Issuer. The option vests over four years, with 25% of the shares underlying the option vesting on May 24, 2015, and the remainder vesting quarterly thereafter. Dr. Altschuler holds this option for the benefit of the Reporting Person. |