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 Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 35,104 | $ (1) | I | See FN (3) |
Series C Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 1,236,715 | $ (1) | I | See FN (3) |
Seried D-1 Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 128,695 | $ (1) | I | See FN (3) |
Series D-2 Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 56,938 | $ (1) | I | See FN (3) |
Series E Convertible Preferred Stock | Â (1) | Â (2) | Common Stock | 477,115 | $ (1) | I | See FN (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AISLING CAPITAL III LP 888 SEVENTH AVE., 30TH FLOOR NEW YORK, NY 10106 |
 |  X |  |  |
Aisling Capital Partners III LP 888 SEVENTH AVE., 30TH FLOOR NEW YORK, NY 10106 |
 |  X |  |  |
Aisling Capital Partners III LLC 888 SEVENTH AVE., 30TH FLOOR NEW YORK, NY 10106 |
 |  X |  |  |
SCHIFF ANDREW N C/O AISLING CAPITAL 888 SEVENTH AVE., 30TH FLOOR NEW YORK, NY 10106 |
 |  X |  |  |
Purcell Dennis J C/O AISLING CAPITAL 888 SEVENTH AVE., 30TH FLOOR NEW YORK, NY 10106 |
 |  X |  |  |
ELMS STEVE C/O AISLING CAPITAL 888 SEVENTH AVE., 30TH FLOOR NEW YORK, NY 10106 |
 |  X |  |  |
By: Aisling Capital Partners III, LP, its General Partner, By: Aisling Capital Partners III, LLC, its General Partner, By: /s/ Lloyd Appel, CFO | 03/20/2014 | |
**Signature of Reporting Person | Date | |
By: Aisling Capital Partners III, LLC, its General Partner, By: Lloyd Appel, CFO | 03/20/2014 | |
**Signature of Reporting Person | Date | |
Lloyd Appel, CFO | 03/20/2014 | |
**Signature of Reporting Person | Date | |
Andrew Schiff | 03/20/2014 | |
**Signature of Reporting Person | Date | |
Dennis Purcell | 03/20/2014 | |
**Signature of Reporting Person | Date | |
Steve Elms | 03/20/2014 | |
**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) | In connection with the completion of the Issuer's initial public offering of Common Stock, each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D-1 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1-for-11.5 basis. |
(2) | Not applicable. |
(3) | The reportable securities are owned directly by Aisling Capital III, LP ("Aisling"), and held indirectly by Aisling Capital Partners III, LP ("Aisling GP"), as general partner of Aisling, Aisling Capital Partners III LLC ("Aisling Partners"), as general partner of Aisling GP, and each of the individual managing members of Aisling Partners. The individual managing members (collectively, the "Managers") of Aisling Partners are Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Aisling GP, Aisling Partners and the Managers share voting and dispostive power over the shares directly held by Aisling. |