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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 | ||||||||
Senior Secured Convertible Note due 2025 | $ 0.52 | 02/17/2015 | A | $ 1,000,000 | (1) | 02/16/2025 | Common Stock | 1,923,076 | $ 1,000,000 | $ 1,000,000 | I | By HCP Fund (3) | |||
Senior Secured Convertible Note due 2025 | $ 0.52 | 02/17/2015 | A | $ 700,000 | (1) | 02/16/2025 | Common Stock | 1,346,153 | $ 700,000 | $ 700,000 | I | By Jeffrey Lightcap (4) | |||
Senior Secured Convertible Note due 2025 | $ 0.52 | 02/17/2015 | A | $ 600,000 | (1) | 02/16/2025 | Common Stock | 1,153,846 | $ 600,000 | $ 600,000 | I | By Joseph Healey (5) | |||
Senior Secured Convertible Note due 2025 | $ 0.52 | 02/17/2015 | A | $ 814,166 | (1) | 02/16/2025 | Common Stock | 1,565,703 | $ 814,166 | $ 814,166 | I | By Arthur Cohen (6) | |||
Common Stock Warrants (Right to Buy) | $ 0.52 | 02/17/2015 | A | 615,384 | (1) | 02/17/2025 | Common Stock | 615,384 | (2) | 615,384 | I | By HCP Fund (3) | |||
Common Stock Warrants (Right to Buy) | $ 0.52 | 02/17/2015 | A | 430,769 | (1) | 02/17/2025 | Common Stock | 430,769 | (2) | 430,769 | I | By Jeffrey Lightcap (4) | |||
Common Stock Warrants (Right to Buy) | $ 0.52 | 02/17/2015 | A | 369,231 | (1) | 02/17/2025 | Common Stock | 369,231 | (2) | 369,231 | I | By Joseph Healey (5) | |||
Common Stock Warrants (Right to Buy) | $ 0.52 | 02/17/2015 | A | 501,025 | (1) | 02/17/2025 | Common Stock | 501,025 | (2) | 501,025 | I | By Arthur Cohen (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HealthCor Partners Management LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Partners Management GP, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Partners Fund LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Partners LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
HealthCor Partners GP, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
Lightcap Jeffrey C 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X | ||
Cohen Arthur Bruce 12 SOUTH MAIN STREET SUITE #203 NORWALK, CT 06854 |
X | X | ||
Healey Joseph Patrick 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | X |
HealthCor Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel | 02/19/2015 | |
**Signature of Reporting Person | Date | |
HealthCor Partners Management GP, LLC, By: /s/ Anabelle P. Gray, General Counsel | 02/19/2015 | |
**Signature of Reporting Person | Date | |
HealthCor Partners L.P., for itself, and as general partner on behalf of Healthcor Partners Fund, L.P., By: HealthCor Partners GP, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel | 02/19/2015 | |
**Signature of Reporting Person | Date | |
HealthCor Partners GP, LLC, By: /s/ Anabelle P. Gray, General Counsel | 02/19/2015 | |
**Signature of Reporting Person | Date | |
/s/ Anabelle P. Gray as attorney-in-fact for Jeffrey C. Lightcap | 02/19/2015 | |
**Signature of Reporting Person | Date | |
/s/ Anabelle P. Gray as attorney-in-fact for Arthur Cohen | 02/19/2015 | |
**Signature of Reporting Person | Date | |
/s/ Anabelle P. Gray as attorney-in-fact for Joseph Healey | 02/19/2015 | |
**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) | Immediately exercisable |
(2) | Issued in connection with the purchase of the convertible notes for no additional consideration. |
(3) | HealthCor Partners Fund, L.P. ("HCP Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. HealthCor Partners L.P. serves as its general partner and HealthCor Partners GP, LLC ("HCPGP") serves as the general partner of HealthCor Partners L.P. HealthCor Partners Management, L.P. serves as the investment manager to HCP Fund and HealthCor Partners Management GP, LLC ("HCPMGP") serves as the general partner to Healthcor Partners Management, L.P. Jeffrey C. Lightcap, Arthur Cohen and Joseph Healey are managing members of HCPMGP and HCPGP. Each reporting person disclaims beneficial ownership of any securities that exceed their pecuniary interest in the securities held by these entities. Mr. Lightcap was appointed a director of the issuer in connection with HCP Fund's initial investment. |
(4) | Mr. Lightcap is the indirect beneficial owner of the securities reported herein. No other reporting person has a pecuniary interest in these securities. |
(5) | Mr. Healey is the direct beneficial owner of the securities reported herein. No other reporting person has a pecuniary interest in these securities. |
(6) | Mr. Cohen is the direct beneficial owner of the securities reported herein. No other reporting person has a pecuniary interest in these securities. |