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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-1 Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 2,090,000 | (1) | (4) | Common Stock | 72,068 (1) (2) | $ 0 | 0 | D | ||||
Series A-2 Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 2,726,088 | (1) | (4) | Common Stock | 94,003 (1) (2) | $ 0 | 0 | D | ||||
Series B Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 11,422,045 | (1) | (4) | Common Stock | 393,863 (1) (2) | $ 0 | 0 | D | ||||
Series C Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 9,626,604 | (1) | (4) | Common Stock | 331,953 (1) (2) | $ 0 | 0 | D | ||||
Series C Convertible Participating Preferred Stock | (1) | 03/25/2013 | C | 19,544,924 | (1) | (4) | Common Stock | 673,962 (1) (3) | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Flagship Ventures Fund 2004 L P 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
Flagship Ventures Fund 2007, L.P. 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
Flagship Ventures 2007 General Partner LLC 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
Flagship Ventures General Partner LLC 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
AFEYAN NOUBAR 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X | |||
KANIA EDWIN M JR 1 MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142 |
X |
/s/ Noubar B. Afeyan Ph. D., for Flagship Ventures Fund 2004, L.P. as Manager of Flagship Ventures General Partner LLC, its General Partner | 03/27/2013 | |
**Signature of Reporting Person | Date | |
/s/ Noubar B. Afeyan Ph. D., for Flagship Ventures Fund 2007, L.P. as Manager of Flagship Ventures 2007 General Partner LLC, its General Partner | 03/27/2013 | |
**Signature of Reporting Person | Date | |
/s/ Noubar B. Afeyan Ph. D., as Manager of Flagship Ventures 2007 General Partner LLC | 03/27/2013 | |
**Signature of Reporting Person | Date | |
/s/ Noubar B. Afeyan Ph. D., as Manager of Flagship Ventures General Partner LLC | 03/27/2013 | |
**Signature of Reporting Person | Date | |
/s/ Noubar B. Afeyan Ph. D. | 03/27/2013 | |
**Signature of Reporting Person | Date | |
/s/ Edwin M. Kania, Jr. | 03/27/2013 | |
**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) | The Series A-1, Series A-2, Series B and Series C Convertible Preferred Stock converted into Common Stock on a 1-for-29 basis upon the closing of the issuer's initial public offering without payment of consideration. |
(2) | Held by Flagship Ventures Fund 2004, L.P. ("Flagship 2004"). Flagship Ventures General Partner LLC ("Flagship LLC") is the general partner of Flagship Ventures Fund 2004, L.P. Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship LLC. Flagship LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2004. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
(3) | Held by Flagship Ventures Fund 2007, L.P. ("Flagship 2007"). Flagship Ventures 2007 General Partner, LLC ("Flagship 2007 LLC") is the general partner of Flagship 2007. Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC. Flagship 2007 LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2007. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
(4) | Not Applicable. |