Delaware (State or other jurisdiction of incorporation or organization) | 27-0072226 (I.R.S. Employer Identification No.) |
Marc Rubenstein, Esq. Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, Massachusetts 02199 (617) 951-7000 | John D. Quisel, Ph.D., Esq. Senior Vice President, Business Development, General Counsel and Secretary Acceleron Pharma Inc. 128 Sidney Street Cambridge, Massachusetts 02139 (617) 649-9200 |
Large accelerated filer | x | Accelerated filer | o | |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o | |
Emerging growth company | o |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||||||||||
Common Stock, par value $0.001 per share | 1,530,073 | $ | 32.17 | $ | 49,222,448.41 | $ | 5,704.88 | |||||||||
(1) | The number of shares of common stock, par value $0.001 per share (“Common Stock”), of Acceleron Pharma Inc. (the “Registrant”) stated above consists of shares of Common Stock reserved under the Registrant's 2013 Equity Incentive Plan (the “Plan”) as a result of the automatic increase in shares reserved thereunder on January 1, 2017 pursuant to the terms of the Plan. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of certain anti-dilution and other provisions of the Plan. | |||||||||||||||
(2) | Pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and low market prices for the Common Stock reported on the NASDAQ Global Market as of a date (August 1, 2017) within five business days prior to filing this Registration Statement. |
ACCELERON PHARMA INC. | ||
By: | /s/ Habib J. Dable | |
Habib J. Dable | ||
Chief Executive Officer, President and Director |
Signature | Title | Date | ||
/s/ Habib J. Dable | Chief Executive Officer, President and Director (Principal Executive Officer) | August 3, 2017 | ||
Habib J. Dable | ||||
/s/ Kevin F. McLaughlin | Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | August 3, 2017 | ||
Kevin F. McLaughlin | ||||
/s/ Francois Nader, M.D. | August 3, 2017 | |||
Francois Nader, M.D. | Chair of the Board of Directors | |||
/s/ Jean M. George | August 3, 2017 | |||
Jean M. George | Director | |||
/s/ George Golumbeski, Ph.D. | August 3, 2017 | |||
George Golumbeski, Ph.D. | Director | |||
/s/ Terrence C. Kearney | August 3, 2017 | |||
Terrence C. Kearney | Director | |||
/s/ Tom Maniatis, Ph.D. | August 3, 2017 | |||
Tom Maniatis, Ph.D. | Director | |||
/s/ Thomas A. McCourt | August 3, 2017 | |||
Thomas A. McCourt | Director | |||
/s/ Terrance G. McGuire | August 3, 2017 | |||
Terrance G. McGuire | Director | |||
/s/ Richard F. Pops | August 3, 2017 | |||
Richard F. Pops | Director | |||
/s/ Joseph S. Zakrzewski | August 3, 2017 | |||
Joseph S. Zakrzewski | Director |
Exhibit | |||
Number | Description | ||
4.1 | Restated Certificate of Incorporation of Acceleron Pharma Inc. (previously filed as Exhibit 3.1 to the report on Form 8-K filed September 24, 2013 (File No. 001-36065) and incorporated herein by reference) | ||
4.2 | Amended and Restated Bylaws of Acceleron Pharma Inc. (previously filed as Exhibit 3.2 to the report on Form 8-K filed September 24, 2013 (File No. 001-36065) and incorporated herein by reference) | ||
4.2.1 | Amendment No. 1 to Amended and Restated Bylaws of Acceleron Pharma Inc. (previously filed as Exhibit 3.1 to the report on Form 8-K filed September 12, 2016 (File No. 001-36065) and incorporated herein by reference) | ||
4.3 | Form of Common Stock Certificate, $0.001 par value per share (previously filed as Exhibit 4.1 to the registration statement on Form S-1 (File No. 333-190417) and incorporated herein by reference) | ||
4.4 | Acceleron Pharma Inc. 2013 Equity Incentive Plan (previously filed as Exhibit 4.4 to the registration statement on Form S-8 (File No. 333-192789) and incorporated herein by reference) | ||
5.1 | Opinion of Ropes & Gray LLP | ||
23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1) | ||
23.2 | Consent of Ernst & Young LLP | ||
24.1 | Power of Attorney (included on the signature page in Part II) |