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 A Convertible Stock | Â (2) | Â (2) | Common Stock | 1,487,680 | $ (2) | I | See footnote (1) |
Common Stock Warrants (Right to Buy) | 01/22/2009 | 01/21/2014 | Common Stock | 37,192 | $ 2.69 | I | See footnote (1) |
Common Stock Warrants (Right to Buy) | 12/29/2010 | 12/29/2017 | Common Stock | 41,841 | $ 13.44 | I | See footnote (1) |
Convertible Promissory Notes | Â (3) | Â (3) | Common Stock | 1,021,223 | $ (3) | I | See footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wicki Andreas CENTENNIAL TOWERS, 3RD FLOOR. 2454 WEST BAY ROAD GRAND CAYMAN, CAYMAN ISLANDSÂ |
 X |  |  |  |
/s/ Mehdi Khodadad (Attorney-in-Fact) | 02/02/2011 | |
**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) | The shares are held by HBM BioVentures (Cayman) Ltd.,("HBM"). The board of directors of HBM (the "HBM Board") has sole voting and investment power with respect to the shares held by such entity and acts by majority vote. The reporting person does not have sole voting or investment power over the securities held by HBM. The reporting person may be deemed to have beneficial ownership of these securities by virtue of his membership on the Board of HBM. The reporting person disclaims beneficial ownership of these securities reported herein for the purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report on Form 3 shall not be deemed an admission that the reporting person is a beneficial owner for the purposes of Section 16 of the Exchange Act, or for any other purpose. |
(2) | The Series A convertible preferred stock has no expiration date and will automatically convert into Common Stock upon the consummation of the Issuer's initial public offering. |
(3) | All principal and accrued interest due on these convertible promissory notes will automatically convert into shares of Common Stock upon the consummation of the Issuer's initial public offering at an effective conversion price of approximately $13.44 per share. |