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 B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 3,394,194 | $ (1) | D (2) | Â |
Series C Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 758,121 | $ (3) | D (2) | Â |
Series D Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 581,933 | $ (4) | D (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
THIRD ROCK VENTURES LP 29 NEWBURY STREET BOSTON, MA 02116 |
 |  X |  |  |
Third Rock Ventures GP, L.P. 29 NEWBURY STREET BOSTON, MA 02116 |
 |  X |  |  |
TRV GP, LLC 29 NEWBURY STREET BOSTON, MA 02116 |
 |  X |  |  |
By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Kevin Gillis Kevin Gillis, Manager | 06/18/2013 | |
**Signature of Reporting Person | Date | |
By: TRV GP, LLC, its general partner By: /s/ Kevin Gillis, Manager | 06/18/2013 | |
**Signature of Reporting Person | Date | |
By: /s/ Kevin Gillis, Manager | 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 B 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) | The general partner of Third Rock Ventures, L.P. is Third Rock Ventures GP, LP ("TRV GP"). The general partner of TRV GP is Third Rock Ventures GP, LLC ("TRV GP, LLC"). TRV GP and TRV GP, LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
(3) | 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. |
(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. |