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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 | ||||||||
Warrants to Purchase Common Stock | $ 4.308 | 03/02/2012 | P | 207,110 (4) | 03/02/2012 | 03/02/2017 | Common Stock | 207,110 (4) | $ 3.6212 (2) | 207,110 (4) | I | See Footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FORMELA JEAN FRANCOIS 25 FIRST STREET, SUITE 303 CAMBRIDGE, MA 02141 |
X | X |
/s/ Jean-Francois Formela, By Kristen Laguerre, as attorney-in-fact | 03/06/2012 | |
**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) | Includes 789,828 shares of common stock purchased by Atlas Venture Fund VI, L.P., 14,462 shares of common stock purchased by Atlas Venture Fund VI GmbH & Co. KG and 24,153 shares of common stock purchased by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Mr. Formela disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Mr. Formela is a director of Issuer. |
(2) | Purchase price consists of the sum of (i) $3.59 (the closing bid price of the Issuer's common stock on 2/28/2012) and (ii) $0.03125. |
(3) | Includes 3,516,377 shares of common stock held by Atlas Venture Fund VI, L.P., 64,385 shares of common stock held by Atlas Venture Fund VI GmbH & Co. KG and 107,532 shares of common stock held by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Mr. Formela disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Mr. Formela is a director of Issuer. |
(4) | For each share of common stock of the Issuer purchased in the financing, a purchaser received a warrant to purchase 0.25 of a share of common stock of the Issuer. Includes warrants to purchase 197,456 shares of common stock purchased by Atlas Venture Fund VI, L.P., warrants to purchase 3,616 shares of common stock purchased by Atlas Venture Fund VI GmbH & Co. KG and warrants to purchase 6,038 shares of common stock purchased by Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. is the general partner of Atlas Venture Fund VI, L.P. and Atlas Venture Entrepreneurs' Fund VI, L.P. and the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Mr. Formela disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Mr. Formela is a director of Issuer. |