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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 | (4) | 10/11/2007 | 10/11/2007 | C | 779,871 | (5) | (5) | Common Stock | 779,871 | $ 14.502 | 0 | D | |||
| Series C Preferred Stock | (4) | 10/11/2007 | 10/11/2007 | C | 320,690 | (5) | (5) | Common Stock | 320,690 | $ 14.502 | 0 | D | |||
| Series D Preferred Stock | (4) | 10/11/2007 | 10/11/2007 | C | 538,236 | (5) | (5) | Common Stock | 538,236 | $ 14.502 | 0 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Freund John Gordon C/O SKYLINE VENTURES 125 UNIVERSITY AVENUE, GARDEN LEVEL PALO ALTO, CA 94301 |
X | |||
| /s/ John G. Freund, M.D. | 10/11/2007 | |
| **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) | Received pursuant to a cumulative stock dividend accumulated through September 14, 2007, at which time further accumulation ended, to holders of the issuer's preferred stock upon the closing of the issuer's initial public offiering. |
| (2) | Represents 102,644 shares held by Skyline Venture Partners Qualified Purchaser Fund III, L.P. ("SVPQFIII"), 23,730 shares held by Skyline Venture Partners III, L.P. ("SVPIII") and 85,821 shares held by Skyline Expansion Fund, L.P. ("SEF"). Skyline Venture Management III, LLC ("SVMIII) is the General Partner of both SVPQFIII and SVPIII, as well as the Managing Member of Skyline Expansion Fund Management, LLC, the General Partner of SEF. In such capacities, SVMIII may be deemed to share voting and investment powers with respect to the shares of Common Stock held by SVPIII, SVPQFIII, and John Freund and Yasunori Kaneko as Managing Directors of SVMIII may be deemed to share voting and investment power with respect to the shares of Common Stock held by SVPIII and SVPQFIII. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (3) | Represents 1,625,070 shares held by SVPQFIII, 61,633 shares held SVPIII and 164,289 shares held by SEF. SVMIII is the General Partner of both SVPQFIII and SVPIII, as well as the Managing Member of Skyline Expansion Fund Management, LLC, the General Partner of SEF. In such capacities, SVMIII may be deemed to share voting and investment powers with respect to the shares of Common Stock held by SVPIII, SVPQFIII, and John Freund and Yasunori Kaneko as Managing Directors of SVMIII may be deemed to share voting and investment power with respect to the shares of Common Stock held by SVPIII and SVPQFIII. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (4) | All outstanding shares of the issuer's preferred stock were automatically converted into common stock on a 1-for-1 basis upon the closing of the issuer's intial public offering, for no additional consideration. |
| (5) | Not applicable, see Note 4. |