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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 | ||||||||
Warrant (Right to Buy) | $ 2.77 | 03/20/2015 | X(2) | 634,516 | 03/25/2008 | 03/24/2015 | Common Stock | 634,516 | $ 0 | 1,130,709 | I | By LVP (1) | |||
Warrant (Right to Buy) | $ 2.77 | 03/20/2015 | X(3) | 486,443 | 02/06/2009 | 03/24/2015 | Common Stock | 486,443 | $ 0 | 0 | I | By LVP (1) | |||
Warrant (Right to Buy) | $ 2.77 | 03/20/2015 | X(5) | 9,750 | 02/06/2009 | 03/24/2015 | Common Stock | 9,750 | $ 0 | 0 | I | By LCA (4) | |||
Warrant (Right to Buy) | $ 2.77 | 03/24/2015 | X(6) | 1,130,709 | 03/25/2008 | 03/24/2015 | Common Stock | 1,130,709 | $ 0 | 0 | I | By LVP (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ENRIGHT PATRICK G C/O LONGITUDE CAPITAL PARTNERS, LLC 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025 |
X | X |
/s/ Patrick G. Enright | 03/24/2015 | |
**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) | Reflects transactions and holdings of shares of common stock of the Issuer held of record by Longitude Venture Partners, L.P. ("LVP"). Patrick G. Enright is a managing member of Longitude Capital Partners, LLC ("Longitude Capital"), the sole general partner of LVP. Mr. Enright serves on the Board of Directors of the Issuer as the nominee of LVP. Mr. Enright disclaims beneficial ownership of the securities of the Issuer held of record by LVP, except to the extent of his pecuniary interest therein. |
(2) | On March 20, 2015, LVP exercised a warrant to purchase 634,516 shares of the Issuer's common stock for an exercise price of $2.77 per share. LVP paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 300,447 of such shares to pay the exercise price and issuing to LVP the remaining 334,069 shares. In connection with such exercise, the Issuer also paid to LVP $5.63 in cash in lieu of a fractional share. |
(3) | On March 20, 2015, LVP exercised a warrant to purchase 486,443 shares of the Issuer's common stock for an exercise price of $2.77 per share. LVP paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 230,333 of such shares to pay the exercise price and issuing to LVP the remaining 256,110 shares. In connection with such exercise, the Issuer also paid to LVP $0.94 in cash in lieu of a fractional share. |
(4) | Reflects transactions and holdings of shares of common stock of the Issuer held of record by Longitude Capital Associates, L.P. ("LCA"). Patrick G. Enright is a managing member of Longitude Capital, the sole general partner of LCA. Mr. Enright disclaims beneficial ownership of the securities of the Issuer held of record by LCA, except to the extent of his pecuniary interest therein. |
(5) | On March 20, 2015, LCA exercised a warrant to purchase 9,750 shares of the Issuer's common stock for an exercise price of $2.77 per share. LCA paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 4,617 of such shares to pay the exercise price and issuing to LCA the remaining 5,133 shares. In connection with such exercise, the Issuer also paid to LCA $1.95 in cash in lieu of a fractional share. |
(6) | On March 24, 2015, LVP exercised a warrant to purchase 1,130,709 shares of the Issuer's common stock for an exercise price of $2.77 per share. LVP paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 554,348 of such shares to pay the exercise price and issuing to LVP the remaining 576,361 shares. In connection with such exercise, the Issuer also paid to LVP $2.27 in cash in lieu of a fractional share. |