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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 D' Convertible Preferred Stock | (1) | 07/15/2015 | C | 1,642,575 | (1) | (1) | Common Stock (2) | 1,642,575 | (1) | 0 | I (3) | See Note (3) | |||
| Series E Convertible Preferred Stock | (1) | 07/15/2015 | C | 438,020 | (1) | (1) | Common Stock (2) | 438,020 | (1) | 0 | I (3) | See Note (3) | |||
| Warrants (Right to Purchase) | (4) | 07/15/2015 | C | 410,642 | (4) | (4) | Common Stock (2) | 410,642 | (4) | 0 | I (3) | See Note (3) | |||
| Warrants (Right to Purchase) | (5) | 07/15/2015 | C | 109,504 | (5) | (5) | Common Stock (2) | 109,504 | (5) | 0 | I (3) | See Note (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Miles Vincent J C/O ABINGWORTH LLC 38 JERMYN STREET LONDON, X0 SW1Y 6DN |
X | X | ||
| /s/ Vincent J. Miles | 07/17/2015 | |
| **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) | Upon the closing of the Issuer's initial public offering, each share of Series D' Convertible Preferred Stock and Series E Convertible Stock automatically converted into Common Stock on a 1-for-9.132 (after reverse stock split) basis without payment of further consideration. |
| (2) | Reflects a 1-for-9.132 reverse stock split effected on June 30, 2015. |
| (3) | The shares are held by Abingworth Bioventures V, LP ("Abingworth"). Abingworth Bioventures V GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner V LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner V LLP) has delegated to Abingworth LLP, all investment and dispositive power over the securities held by Abingworth. The reporting person holds the reported securities indirectly through Abingworth. The reporting person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, Abingworth or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (4) | Abingworth had the right to purchase shares of the Issuer's Common Stock under the Series D' Convertible Preferred Stock Purchase Agreement at a price of $0.09, which right to purchase ceased to be exercisable upon the closing of the Issuer's initial public offering. Upon the closing of the Issuer's initial public offering, each Warrant automatically converted into Common Stock on a 1-for-9.132 basis (without payment of further consideration and with no expiration date). |
| (5) | Abingworth had the right to purchase shares of the Issuer's Common Stock under the Series E Convertible Preferred Stock Purchase Agreement at a price of $9.13, which right to purchase ceased to be exercisable upon the closing of the Issuer's initial public offering. Upon the closing of the Issuer's initial public offering, each Warrant automatically converted into Common Stock on a 1-for-9.132 basis (without payment of further consideration and with no expiration date). |