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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 | |
GREAT POINT PARTNERS LLC 165 MASON STREET 3RD FLOOR GREENWICH, CT 06830 |
Former 10% Owner | |||
JAY JEFFREY R C/O GREAT POINT PARTNERS, LLC 165 MASON STREET, 3RD FLOOR GREENWICH, CT 06830 |
Former 10% Owner | |||
KROIN DAVID C/O GREAT POINT PARTNERS, LLC 165 MASON STREET, 3RD FLOOR GREENWICH, CT 06830 |
Former 10% Owner |
/s/ Dr. Jeffrey R. Jay, M.D.Senior | 09/14/2018 | |
**Signature of Reporting Person | Date | |
/s/ Dr. Jeffrey R. Jay, M.D. | 09/14/2018 | |
**Signature of Reporting Person | Date | |
/s/ David Kroin | 09/14/2018 | |
**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) | Consists of 1,400,081 shares owned by Biomedical Value Fund, L.P. ("BVF"), 1,809,973 shares owned by Biomedical Offshore Value Fund, Ltd. ("BOVF"), 1,395,476 shares owned by GEF-SMA, L.P. ("GEF-SMA"), and 176,178 shares owned by Class D Series of GEF-PS, LP ("GEF-PS"). |
(2) | Great Point Partners, LLC ("Great Point") is the investment manager of each of BVF, BOVF, GEF-SMA and GEF-PS, and by virtue of such status may be deemed to be the beneficial owner of the shares owned by each of them. Each of Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"), as senior managing member of Great Point, and Mr. David Kroin ("Mr. Kroin"), as special managing member of Great Point, has voting and investment power with respect to such shares, and therefore may be deemed to be the beneficial owner of such shares. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests. |
Remarks: On September 13, 2018, the Issuer conducted an offering of its common stock. As a result of the issuance of such additional shares, the Reporting Persons are no longer the beneficial owners of more than ten percent of any class of the Issuer's securities and are therefore no longer subject to Section 16. |