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 E-1 Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 125,161 (2) | $ 13.806 (2) | I | See Footnote (3) |
Series E-2 Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 381,965 (2) | $ 13.806 (2) | I | See Footnote (4) |
Series H Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 6,518 (2) | $ 15.3348 (2) | I | See Footnote (5) |
Series I Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 145,330 (2) | $ 17.1132 (2) | I | See Footnote (6) |
Series J Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 981,159 (2) | $ 7.644 (2) | I | See Footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BB BIOVENTURES L P C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
BAB BIO VENTURES LLP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
BAB BIO VENTURES NV C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM ASSET MANAGEMENT INVESTORS 1998 LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BIOVENTURES PARALLEL FUND L P C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BIOVENTURES I LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BIO VENTURES I LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
By Ansbert Gadicke, manager director of BAB BioVentures NV, the general partner of BAB BioVentures L.P., the general partner of BB BioVentures L.P. /s/ Ansbert Gadicke | 02/09/2006 | |
**Signature of Reporting Person | Date | |
By Ansbert Gadicke, manager director of BAB BioVentures NV, the general partner of BAB BioVentures L.P. /s/ Ansbert Gadicke | 02/09/2006 | |
**Signature of Reporting Person | Date | |
By Ansbert Gadicke, manager director of BAB BioVentures NV /s/ Ansbert Gadicke | 02/09/2006 | |
**Signature of Reporting Person | Date | |
By Michael Steinmetz, manager of MPM Asset Management Investors 1998 LLC /s/ Michael Steinmetz | 02/09/2006 | |
**Signature of Reporting Person | Date | |
By Michael Steinmetz, manager of MPM BioVentures I LLC, the general partner of MPM BioVentures I L.P., the general partner of MPM BioVentures Parallel Fund, L.P. /s/ Michael Steinmetz | 02/09/2006 | |
**Signature of Reporting Person | Date | |
By Michael Steinmetz, manager of MPM BioVentures I LLC, the general partner of MPM BioVentures I L.P. /s/ Michael Steinmetz | 02/09/2006 | |
**Signature of Reporting Person | Date | |
By Michael Steinmetz, manager of MPM BioVentures I LLC /s/ Michael Steinmetz | 02/09/2006 | |
**Signature of Reporting Person | Date | |
/s/ Luke Evnin | 02/09/2006 | |
**Signature of Reporting Person | Date | |
/s/ Ansbert Gadicke | 02/09/2006 | |
**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 convertible preferred stock is convertible at any time, at the holder's discretion, and has no expiration date. |
(2) | The number of shares underlying convertible preferred stock in column 3 of Table II represents the number of shares of Common Stock of the Issuer that the convertible preferred stock will automatically convert into upon the closing of the Issuer's initial public offering. |
(3) | These shares are held as follows: 114,686 shares by BB BioVentures, L.P. ("BBBV"), 1,439 shares by MPM Asset Management Investors 1998 LLC ("AM 1998") and 9,036 shares by MPM BioVentures Parallel Fund, L.P. ("BV PF"). MPM BioVentures I, L.P. ("BV I") and MPM BioVentures I LLC ("BV I LLC") are the direct and indirect general partners of BV PF. BAB BioVentures L.P. ("BAB BV"), BAB BioVentures, N.V. ("BAB NV") and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
(4) | These shares are held as follows: 349,996 shares by BBBV, 4,392 shares by AM 1998 and 27,577 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
(5) | These shares are held as follows: 5,674 shares by BBBV, 74 shares by AM 1998 and 770 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
(6) | These shares are held as follows: 124,840 shares by BBBV, 1,670 shares by AM 1998 and 18,820 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
(7) | These shares are held as follows: 870,999 shares by BBBV, 11,283 shares by AM 1998 and 98,877 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |