UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,052,946 | $ (1) | D (2) (3) | Â |
Series D Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 740,642 | $ (4) | D (2) (3) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Arch Venture Fund VII LP 8725 WEST HIGGINS ROAD SUITE 290 CHICAGO, IL 60631 |
 |  X |  |  |
ARCH Venture Partners VII, L.P. 8725 WEST HIGGINS ROAD SUITE 290 CHICAGO, IL 60631 |
 |  X |  |  |
ARCH Venture Partners VII, LLC 8725 WEST HIGGINS ROAD SUITE 290 CHICAGO, IL 60631 |
 |  X |  |  |
CRANDELL KEITH 8725 WEST HIGGINS ROAD SUITE 290 CHICAGO, IL 60631 |
 |  X |  |  |
BYBEE CLINTON 8725 WEST HIGGINS ROAD SUITE 290 CHICAGO, IL 60631 |
 |  X |  |  |
NELSEN ROBERT 8725 WEST HIGGINS ROAD SUITE 290 CHICAGO, IL 60631 |
 |  X |  |  |
By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Fund VII | 06/18/2013 | |
**Signature of Reporting Person | Date | |
By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Partners VII | 06/18/2013 | |
**Signature of Reporting Person | Date | |
By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH VII LLC | 06/18/2013 | |
**Signature of Reporting Person | Date | |
By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell | 06/18/2013 | |
**Signature of Reporting Person | Date | |
By: /s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee | 06/18/2013 | |
**Signature of Reporting Person | Date | |
By: /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen | 06/18/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 C Convertible Preferred Stock is convertible into Common Stock on an 18.967-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |
(2) | Beneficial ownership consists of: 1,793,588 shares of Common Stock issuable upon conversion of shares of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). |
(3) | The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
(4) | The Series D Convertible Preferred Stock is convertible into Common Stock on an 18.967-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |