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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 | ||||||||
| Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 978,562 (1) | (1) | (1) | Common Stock | 978,562 (1) | $ 0 | $ 0 | I | By Prospect Venture Partners II, L.P. (2) | |||
| Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 14,902 (1) | (1) | (1) | Common Stock | 14,902 (1) | $ 0 | $ 0 | I | By Prospect Associates II, L.P. (3) | |||
| Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 1,000,978 (1) | (1) | (1) | Common Stock | 1,000,978 (1) | $ 0 | $ 0 | I | By Prospect Venture Partners II, L.P. (2) | |||
| Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 15,242 (1) | (1) | (1) | Common Stock | 15,242 (1) | $ 0 | $ 0 | I | By Prospect Associates II, L.P. (3) | |||
| Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 219,042 (1) | (1) | (1) | Common Stock | 219,042 (1) | $ 0 | $ 0 | I | By Prospect Venture Partners II, L.P. (2) | |||
| Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 3,334 (1) | (1) | (1) | Common Stock | 3,334 (1) | $ 0 | $ 0 | I | By Prospect Associates II, L.P. (3) | |||
| Warrant to purchase Series B Preferred Stock | $ 6.375 | 06/05/2007 | X | 14,892 | (6) | (6) | Common Stock | 14,892 | $ 0 | $ 0 | I | By Prospect Venture Partners II, L.P. (2) | |||
| Warrant to purchase Series B Preferred Stock | $ 6.375 | 06/05/2007 | X | 227 | (7) | (7) | Common Stock | 227 | $ 0 | $ 0 | I | By Prospect Associates II, L.P. (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BARKAS ALEXANDER E C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET, SUITE 200 PALO ALTO, CA 94301 |
X | |||
| /s/ Dave Markland, Attorney in Fact for Alexander E. Barkas, Ph.D. | 06/06/2007 | |
| **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) | Each share of the Issuer's Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| (2) | The shares are owned by Prospect Venture Partners II, L.P. ("PVP II"), which is under common control with Prospect Associates II, L.P. ("PA II"). Prospect Management Co. II, L.L.C. ("PMC II") serves as the sole general partner of PVP II. Alexander E. Barkas, Ph.D. is a Managing Director of PMC II and shares voting and investment power over the shares held by PVP II. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. |
| (3) | The shares are owned by PA II. PMC II serves as the sole general partner of PA II. Alexander E. Barkas, Ph.D. is a Managing Director of PMC II and shares voting and investment power over the shares held by PA II. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. |
| (4) | Net exercise of warrant held by PVP II for an aggregate acquisition of 8,562 shares of Common Stock. |
| (5) | Net exercise of warrant held by PA II for an aggregate acquisition of 130 shares of Common Stock. |
| (6) | The warrant is owned by PVP II and is immediately exercisable. The warrant was net exercised upon the closing of the Issuer's initial public offering. |
| (7) | The warrant is owned by PA II and is immediately exercisable. The warrant was net exercised upon the closing of the Issuer's initial public offering. |