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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 | ||||||||
Series A-1 Convertible Preferred Stock | (3) | 06/24/2013 | C | 2,643,906 | (3) | (3) | Common Stock | 139,395 | (3) | 0 | I | See footnote (2) | |||
Series A-2 Convertible Preferred Stock | (3) | 06/24/2013 | C | 6,281,095 | (3) | (3) | Common Stock | 331,158 | (3) | 0 | I | See footnote (2) | |||
Series B Convertible Preferred Stock | (3) | 06/24/2013 | C | 10,649,408 | (3) | (3) | Common Stock | 561,470 | (3) | 0 | I | See footnote (2) | |||
Series C Convertible Preferred Stock | (3) | 06/24/2013 | C | 1,331,416 | (3) | (3) | Common Stock | 70,196 | (3) | 0 | I | See footnote (2) | |||
Series D Convertible Preferred Stock | (3) | 06/24/2013 | C | 1,003,411 | (3) | (3) | Common Stock | 52,902 | (3) | 0 | I | See footnote (2) | |||
Warrant to Purchase Series A-1 Stock (right to buy) | $ 0.6619 | 06/24/2013 | J(4) | 153,699 | (5) | 11/16/2015 | Series A-1 Convertible Preferred Stock | 153,699 | $ 0 | 0 | I | See footnote (2) | |||
Warrant to Purchase Common (right to buy) | $ 12.55 | 06/24/2013 | J(4) | 14,934 | (5) | 11/16/2015 | Common Stock | 14,934 | $ 0 | 14,934 | I | See footnote (2) | |||
Warrant to Purchase Series A-1 Stock (right to buy) | $ 0.6619 | 06/24/2013 | J(4) | 188,849 | (5) | 10/26/2016 | Series A-1 Convertible Preferred Stock | 188,849 | $ 0 | 0 | I | See footnote (2) | |||
Warrant to Purchase Common (right to buy) | $ 12.55 | 06/24/2013 | J(4) | 9,956 | (5) | 10/26/2016 | Common Stock | 9,956 | $ 0 | 9,956 | I | See footnote (2) | |||
Warrant to Purchase Series A-1 Stock (right to buy) | $ 0.6619 | 06/24/2013 | J(4) | 623,204 | (5) | 05/03/2017 | Series A-1 Convertible Preferred Stock | 623,204 | $ 0 | 0 | I | See footnote (2) | |||
Warrant to Purchase Common (right to buy) | $ 12.55 | 06/24/2013 | J(4) | 32,856 | (5) | 05/03/2017 | Common Stock | 32,856 | $ 0 | 32,856 | I | See footnote (2) | |||
Warrant to Purchase Series A-1 Stock (right to buy) | $ 0.6619 | 06/24/2013 | J(4) | 141,637 | (5) | 08/28/2018 | Series A-1 Convertible Preferred Stock | 141,637 | $ 0 | 0 | I | See footnote (2) | |||
Warrant to Purchase Common (right to buy) | $ 12.55 | 06/24/2013 | J(4) | 7,467 | (5) | 08/28/2018 | Common Stock | 7,467 | $ 0 | 7,467 | I | See footnote (2) | |||
Warrant to Purchase Series A-1 Stock (right to buy) | $ 0.6619 | 06/24/2013 | J(4) | 141,637 | (5) | 12/18/2018 | Series A-1 Convertible Preferred Stock | 141,637 | $ 0 | 0 | I | See footnote (2) | |||
Warrant to Purchase Common (right to buy) | $ 12.55 | 06/24/2013 | J(4) | 7,467 | (5) | 12/18/2018 | Common Stock | 7,467 | $ 0 | 7,467 | I | See footnote (2) | |||
Warrant to Purchase Series A-1 Stock (right to buy) | $ 0.6619 | 06/24/2013 | J(4) | 277,608 | (5) | 04/15/2019 | Series A-1 Convertible Preferred Stock | 277,608 | $ 0 | 0 | I | See footnote (2) | |||
Warrant to Purchase Common (right to buy) | $ 12.55 | 06/24/2013 | J(4) | 14,634 | (5) | 04/15/2019 | Common Stock | 14,634 | $ 0 | 14,634 | I | See footnote (2) | |||
Warrant to Purchase Series B Stock (right to buy) | $ 0.3262 | 06/24/2013 | J(6) | 172,440 | (5) | 04/15/2019 | Series B Convertible Preferred Stock | 172,440 | $ 0 | 0 | I | See footnote (2) | |||
Warrant to Purchase Common (right to buy) | $ 6.19 | 06/24/2013 | J(6) | 9,091 | (5) | 04/15/2019 | Common Stock | 9,091 | $ 0 | 9,091 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mulder Geert-Jan C/O CO?PERATIVE AAC LS U.A. PO BOX 5187 NAARDEN, P7 1410 AD |
X |
/s/ Linda C. Bain, Attorney-in-Fact | 06/26/2013 | |
**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) | Represents the total number of shares received upon conversion of shares of the Issuer's Series A-1 Convertible Preferred Stock (the "Series A-1 Shares"), Series A-2 Convertible Preferred Stock (the "Series A-2 Shares"), Series B Convertible Preferred Stock (the "Series B Shares"), Series C Convertible Preferred Stock (the "Series C Shares") and Series D Convertible Preferred Stock (the "Series D Shares" and together with the Series A-1 Shares, the Series A-2 Shares, the Series B Shares and the Series C Shares, collectively, the "Preferred Shares"). |
(2) | The securities are held directly by Cooperative AAC LS U.A. ("Cooperative"). The Reporting Person is a director of Cooperative and disclaims beneficial ownership of all shares held by the foregoing entity except to the extent of his pecuniary interest therein. |
(3) | Effective upon the closing of the Issuer's initial public offering of its Common Stock, each Preferred Share automatically converted at a ratio of 18.967-to-one into the number of shares of Common Stock shown in column 7. The Preferred Shares had no expiration date. |
(4) | Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series A-1 Preferred Stock automatically converted on an 18.967-for-one basis into a warrant to purchase shares of Common Stock. Disposition of the Warrant to Purchase Series A-1 Preferred Stock and acquisition of the Warrant to Purchase Common Stock is listed solely for the purpose of reporting such conversion of the shares underlying the security. |
(5) | This warrant is immediately exercisable. |
(6) | Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series B Preferred Stock automatically converted on an 18.967-for-one basis into a warrant to purchase shares of Common Stock. Disposition of the Warrant to Purchase Series B Preferred Stock and acquisition of the Warrant to Purchase Common Stock is listed solely for the purpose of reporting such conversion of the shares underlying the security. |