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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 | ||||||||
| Series B Preferred Stock | (1) | 06/05/2013 | C | 10,280,288 | (1) | (4) | Common Stock | 3,426,762 | $ 0 | 0 | I | See Footnote (2) | |||
| Series B Preferred Stock | (1) | 06/05/2013 | C | 195,904 | (1) | (4) | Common Stock | 65,301 | $ 0 | 0 | I | See Footnote (3) | |||
| Stock Option (right to buy) | $ 25.73 | 06/05/2013 | A | 17,666 | (5) | 06/04/2023 | Common Stock | 17,666 | $ 0 | 17,666 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOLDFISCHER CARL 11 BELVEDERE AVE BELVEDERE, CA 94920 |
X | X | ||
| /s/ Carl Goldfischer | 06/07/2013 | |
| **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) | Each share of Series B Preferred Stock was automatically converted into 1/3rd of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of consideration. |
| (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. |
| (4) | Not applicable. |
| (5) | Vests in full upon the earlier of (i) the expiration of the Dr. Goldfischer's initial term of office as a director of the Issuer, scheduled to occur on the 2015 annual meeting of the Issuer's stockholders and (ii) June 30, 2015. In the event of a change in control of the Issuer, the vesting schedule of the option will accelerate in full. |