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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 A Preferred Stock | (1) | 07/01/2013 | C | 1,786,012 | (1) | (1) | Common Stock | 1,786,012 | $ 0 | 0 | I | By Domain Partners VII, L.P. (4) | |||
Warrant to Purchase Series A Preferred Stock | $ 1 | 07/01/2013 | J(2) | 489,320 | (2) | (2) | Series A Preferred Stock | 489,320 | $ 0 | 0 | I | By Domain Partners VII, L.P. (4) | |||
Warrant to Purchase Common Stock | $ 6.99 | 07/01/2013 | J(2) | 70,042 | (3) | 02/12/2018 | Common Stock | 70,042 | $ 0 | 70,042 | I | By Domain Partners VII, L.P. (4) | |||
Series A Preferred Stock | (1) | 07/01/2013 | C | 30,462 | (1) | (1) | Common Stock | 30,462 | $ 0 | 0 | I | By DP VII Associates, L.P. (4) | |||
Warrant to Purchase Series A Preferred Stock | $ 1 | 07/01/2013 | J(2) | 8,346 | (2) | (2) | Series A Preferred Stock | 8,346 | $ 0 | 0 | I | By DP VII Associates, L.P. (4) | |||
Warrant to Purchase Common Stock | $ 6.99 | 07/01/2013 | J(2) | 1,193 | (3) | 02/12/2018 | Common Stock | 1,193 | $ 0 | 1,193 | I | By DP VII Associates, L.P. (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VITULLO NICOLE C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON, NJ 08542 |
X | X |
/s/Kathleen K. Schoemaker, Attorney-in-Fact | 07/02/2013 | |
**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) | All outstanding shares of Series A Preferred Stock were automatically converted into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. |
(2) | Upon the closing of the IPO the Warrants to purchase Series A Preferred Stock automatically converted on a 6.986-for-1 basis into Warrants to purchase Common Stock, and the exercise price automatically adjusted to $6.99 per share, pursuant to the terms of such Warrants. This transaction is reported on Form 4 solely for the purpose of reflecting such changes. |
(3) | The Warrant is immediately exercisable. |
(4) | The Reporting Person also indirectly beneficially owns 21,471 shares of Common Stock held by Domain Associates, LLC. The Reporting Person is a Managing Member of (i) One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P. and (ii) Domain Associates, LLC. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |