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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 | ||||||||
Common Stock Warrant (Right to Buy) | $ 6.74 | 04/16/2008 | J(1) | 244,881 (2) | 03/29/2006 | 09/30/2010 | Common Stock | 244,881 | $ 0.125 | 0 | I | See Footnote (4) | |||
Common Stock Warrant (Right to Buy) | $ 2.34 | 04/16/2008 | J(1) | 244,881 (2) | 04/16/2008 | 04/16/2008 | Common Stock | 244,881 | $ 0 | 244,881 | I | See Footnote (2) | |||
Common Stock Warrant (Right to Buy) | $ 2.34 | 04/16/2008 | X | 244,881 (2) | 04/16/2008 | 04/16/2008 | Common Stock | 244,881 | $ 0 | 0 | I | See Footnote (4) | |||
Common Stock Warrant (Right to Buy) | $ 2.69 | 04/16/2008 | P | 70,538 (7) | 04/16/2008 | 04/16/2013 | Common Stock | 70,538 | $ 0.125 | 70,538 | I | See Footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MPM BIOVENTURES II QP LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
MPM BIOVENTURES II LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
MPM BIOVENTURES GMBH & CO PARALLEL BETEILIGUNGS KG C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
MPM ASSET MANAGEMENT INVESTORS 2000B LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
MPM ASSET MANAGEMENT II LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
MPM ASSET MANAGEMENT II LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
WHEELER KURT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X | |||
GALAKATOS NICHOLAS C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
X |
By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P., the general partner of MPM BioVentures II-QP, L.P /s/ Luke Evnin | 04/18/2008 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P.,the general partner of MPM BioVentures II, L.P /s/ Luke Evnin | 04/18/2008 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, member of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P., in its capacity as special limited partner of MPM BioVentures GmbH and Co. Parallel-Beteiligungs KG /s/ Luke Evnin | 04/18/2008 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, manager of MPM Asset Management Investors 2000B LLC /s/ Luke Evnin | 04/18/2008 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P. /s/ Luke Evnin | 04/18/2008 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, manager of MPM Asset Managment II, LLC /s/ Luke Evnin | 04/18/2008 | |
**Signature of Reporting Person | Date | |
/s/ Ansbert Gadicke | 04/18/2008 | |
**Signature of Reporting Person | Date | |
/s/ Michael Steinmetz | 04/18/2008 | |
**Signature of Reporting Person | Date | |
/s/ Kurt Wheeler | 04/18/2008 | |
**Signature of Reporting Person | Date | |
/s/ Nicholas Galakatos | 04/18/2008 | |
**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) | Represents the reduction in the exercise price of such warrants from $6.74 to $2.34. |
(2) | The warrants were held and exercised as follows: 164,854 by MPM BioVentures II-QP, L.P. ("BV II QP"), 18,195 by MPM BioVentures II, L.P. ("BV II"), 3,795 by MPM Asset Management Investors 2000B LLC ("AM 2000") and 58,037 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz and Kurt Wheeler are the members of AM II LLC and AM 2000. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(3) | The shares are held as follows: 3,192,939 by BV II QP, 352,326 by BV II, 73,513 by AM 2000 and 1,124,081 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(4) | No securities owned |
(5) | The shares were purchased as follows: 48,379 by BV II QP, 5,340 by BV II, 1,115 by AM 2000 and 17,032 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(6) | The shares are held as follows: 3,241,318 by BV II QP, 357,666 by BV II, 74,628 by AM 2000 and 1,141,113 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(7) | The warrants were purchased and are held as follows: 47,485 by BV II QP, 5,241 by BV II, 1,094 by AM 2000 and 16,718 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |