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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 | ||||||||
Convertible Notes | $ 7 (2) | 12/17/2013 | C | $ 3,000,000 | (2) | (2) | Common Stock | 448,767 | $ 0 (2) | 0 | D | ||||
Series B Convertible Preferred Stock | (2) | 12/17/2013 | C | 108,932 | (2) | (2) | Common Stock | 108,932 | $ 0 (2) | 0 | I | By Ventures (1) | |||
Series C Convertible Preferred Stock | (2) | 12/17/2013 | C | 117,361 | (2) | (2) | Common Stock | 117,361 | $ 0 (2) | 0 | I | By Ventures (1) | |||
Convertible Notes | $ 7 (2) | 12/17/2013 | C | $ 279,103 | (2) | (2) | Common Stock | 41,823 | $ 0 (2) | 0 | I | By Ventures (1) | |||
Series C Convertible Preferred Stock Warrants (Right To Buy) | $ 6.4022 (2) | 12/17/2013 | X | 13,355 | (2) | (2) | Common Stock | 13,355 | $ 0 (2) | 0 | I | By Ventures (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AMGEN INC ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320 |
X | |||
Amgen Ventures LLC ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320 |
X |
/s/ David J. Scott Senior Vice President, General Counsel and Secretary on behalf of Amgen Ventures LLC and Amgen Inc. | 12/17/2013 | |
**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) | Owned directly by Amgen Ventures LLC ("Ventures"), a wholly-owned subsidiary of Amgen Inc. ("Amgen"). Amgen may be deemed to beneficially own securities held by Ventures, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
(2) | As more fully described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-191811) (the "Registration Statement"), in connection with the Issuer's initial public offering (the "Offering"), upon the closing of the Offering, (i) each outstanding share of the Issuer's preferred stock was converted on a one-for-one basis into the Issuer's common stock, (ii) certain warrants for the right to purchase Series C Convertible Preferred Stock were exercised on a one-for-one basis at the exercise price reported herein and converted into common stock of the Issuer on a one-for-one basis, and (iii) the Issuer's common stock was issued upon conversion of the convertible notes by dividing the face value of such notes plus accrued interest due on such notes by the initial public offering price of the Issuer's common stock. |
(3) | In accordance with the terms of the Warrant to Purchase Equity Securities, the warrant was net exercised and based on a fair market value of $7.00 per share, a net of 1,141 shares were acquired by Ventures. |