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 Preferred Stock | Â (1) | Â (1) | Common Stock | 3,426,762 | $ (1) | I | See Footnotes (2) (3) |
Series B Preferred Stock | Â (1) | Â (1) | Common Stock | 65,301 | $ (1) | I | See Footnotes (2) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BAY CITY CAPITAL LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111 |
 |  X |  |  |
Bay City Capital Fund V Co-Investment Fund, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111 |
 |  X |  |  |
Bay City Capital Management V LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111 |
 |  X |  |  |
Bay City Capital Fund V, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111 |
 |  X |  |  |
/s/ Carl Goldfischer | 05/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Carl Goldfischer | 05/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Carl Goldfischer | 05/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Carl Goldfischer | 05/30/2013 | |
**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) | Each share of Series B Preferred Stock is convertible into 1/3rd of a share of Common Stock without payment of further consideration and will automatically convert into 1/3rd of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
(2) | Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V"), are deemed to be a "group" for the purpose of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. |
(3) | Represent securities held by Fund V, including indirect interests of Management V. Management V disclaims beneficial ownership with respect to these securities, except to the extent of its pecuniary interest therein. |
(4) | Represent securities held by Co-Investment V, including indirect interests of Management V. Management V disclaims beneficial ownership with respect to these securities, except to the extent of its pecuniary interest therein. |
 Remarks: Signed by Carl Goldfischer, Managing Director BCC for itself, for and on behalf of Management V in its capacity as manager thereof, and for and on behalf of Fund V and Co-Investment V in its capacity as manager of Management V, the general partner of Fund V and Co-Investment V. |