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 |
|
| ||||||||||||||||||||||||||||||
|
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) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Preferred Stock | Â (1) | Â (1) | Common Stock | 3,426,762 | $ (1) | I | See Footnote (2) |
Series B Preferred Stock | Â (1) | Â (1) | Common Stock | 65,301 | $ (1) | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDFISCHER CARL 11 BELVEDERE AVE BELVEDERE, CA 94920 |
 X |  X |  |  |
/s/ Carl Goldfischer | 05/30/2013 | |
**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) | Each share of Series B Preferred Stock is convertible into 1/3rd of a share of Common Stock without payment of further consideration and will automatically convert into 1/3rd of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
(2) | Represents shares held by Bay City Capital Fund V, L.P. ("Fund V"); and indirect interests of Bay City Capital LLC ("BCC"), the manager of Bay City Capital Management V LLC ("Management V"), and Management V, the general partner of Fund V. Dr. Goldfischer is Managing Director of BCC. Dr. Goldfischer, BCC and Management V each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein. |
(3) | Represents shares held by Bay City Capital Fund V Co-Investment Fund, L.P. ("Co-Investment V"); and indirect interests of BCC, the manager of Management V, and Management V, the general partner of Co-Investment V. Dr. Goldfischer is Managing Director of BCC. Dr. Goldfischer, BCC and Management V each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein. |