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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 | ||||||||
Warrants (Right to Buy) | $ 1.66 | 04/21/2010 | X(1) | 856,644 | 10/16/2009 | 10/16/2012 | Common Stock | 856,644 | $ 0.125 | 0 | D | ||||
Warrants (Right to Buy) | $ 2.96 | 04/21/2010 | P(3) | 856,644 | 04/22/2010 | 04/21/2013 | Common Stock | 856,644 | $ 0.125 | 856,644 | D (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Longitude Venture Partners L.P. 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025 |
X | X | ||
Longitude Capital Associates, L.P. 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025 |
X | |||
Longitude Capital Partners, LLC 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025 |
X | |||
Tammenoms Bakker Juliet 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025 |
X |
/s/ Juliet Tammenoms Bakker, managing member of Longitude Capital Partners, LLC | 04/23/2010 | |
**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) | Warrants exercised pursuant to a Warrant Purchase Agreement dated April 21, 2010 (the "WPA"). Longitude Venture Partners, L.P. ("LVP") exercised 839,811 of the warrants described herein and Longitude Capital Associates, L.P. ("LCA") exercised 16,833 of the warrants described herein. |
(2) | This report is filed jointly by Longitude Capital Partners, LLC ("Longitude Capital"), LVP, LCA and Juliet Tammenoms Bakker, all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LVP may also be deemed a director by virtue of its right to nominate a representative to serve on the Issuer's Board of Directors. LVP is the record holder of 839,811 shares of common stock and LCA is the record holder of 16,833 shares of common stock. Patrick G. Enright currently serves as LVP's representative on the Issuer's Board of Directors. Each of Longitude Capital and Ms. Tammenoms Bakker disclaims beneficial ownership of all securities except to the extent of their respective pecuniary interest therein. |
(3) | Warrants purchased pursuant to the WPA. |
(4) | LVP is the record holder of 839,811 of the warrants described herein and LCA is the record holder of 16,833 of the warrants described herein. Does not include warrants to purchase 2,261,418 shares of Common Stock beneficially owned by the reporting person and Longitude Capital, LVP, LCA and Juliet Tammenoms Bakker, in the aggregate. Such warrants have an exercise price equal to $2.77 per share and expire on March 24, 2015. |