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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARDUEL ALIX ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | X |
Alix Marduel, Director | 08/20/2007 | |
**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) | N/A |
(2) | Alta Partners II, Inc. ("APII") provides investment advisory services to several venture capital funds including Alta BioPharma Partners II, L.P. ("ABPII") & Alta Embarcadero BioPharma Partners II, LLC ("AEBPII"). On 8/17/07, ABPII purchased 918,589 shares ("sh") of Common Stock ("Cm") & AEBPII purchased 33,792 sh Cm from the Company in conjunction with the Common Stock Purchase Agreement dated 8/17/07. As a result of this purchase, ABPII benefically owns 3,997,378 sh Cm & AEBPII beneficially owns 153,277 sh Cm. The managing directors ("md") of ABPII & managers of AEBPII exercise sole voting & investment power with respect to the sh owned by such funds. They disclaim beneficial ownership of all such sh held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein. |
(3) | Alix Marduel, Director, is a managing director ("md") of Alta BioPharma Management II, LLC ("ABPMII")(which is the general partner of ABPII) and a manager of AEBPII. As a md of ABPMII (which is the general partner of ABPII) & a manager of AEBPII, she may be deemed to share voting & investment powers for the sh held by the funds. She disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of her proportionate pecuniary interests therein. |
Remarks: Cross-reference with Form 3 dated 8/17/2007 filed on behalf of Alta BioPharma Management II, LLC on 8/20/2007. |