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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 D Preferred Stock | (1) | 02/20/2014 | C | 59,931 | (1) | (1) | Common Stock | 112,640 | $ 0 | 0 | I | See Footnote (2) | |||
Series E Preferred Stock | (1) | 02/20/2014 | C | 53,548 | (1) | (1) | Common Stock | 144,174 | $ 0 | 0 | I | See Footnote (2) | |||
Series F Preferred Stock | (1) | 02/20/2014 | C | 33,612 | (1) | (1) | Common Stock | 33,612 | $ 0 | 0 | I | See Footnote (2) | |||
Series D Preferred Stock | (1) | 02/20/2014 | C | 39,953 | (1) | (1) | Common Stock | 75,091 | $ 0 | 0 | I | See Footnote (3) | |||
Series E Preferred Stock | (1) | 02/20/2014 | C | 35,698 | (1) | (1) | Common Stock | 96,114 | $ 0 | 0 | I | See Footnote (3) | |||
Series F Preferred Stock | (1) | 02/20/2014 | C | 22,408 | (1) | (1) | Common Stock | 22,408 | $ 0 | 0 | I | See Footnote (3) | |||
Series D Preferred Stock | (1) | 02/20/2014 | C | 23,121 | (1) | (1) | Common Stock | 43,456 | $ 0 | 0 | I | See Footnote (4) | |||
Series F Preferred Stock | (1) | 02/20/2014 | C | 975,846 | (1) | (1) | Common Stock | 975,846 | $ 0 | 0 | I | See Footnote (4) | |||
Series G Preferred Stock | (1) | 02/20/2014 | C | 345,168 | (1) | (1) | Common Stock | 345,168 | $ 0 | 0 | I | See Footnote (4) | |||
Series D Preferred Stock | (1) | 02/20/2014 | C | 5,417 | (1) | (1) | Common Stock | 10,181 | $ 0 | 0 | I | See Footnote (5) | |||
Series F Preferred Stock | (1) | 02/20/2014 | C | 228,636 | (1) | (1) | Common Stock | 228,636 | $ 0 | 0 | I | See Footnote (5) | |||
Series G Preferred Stock | (1) | 02/20/2014 | C | 80,871 | (1) | (1) | Common Stock | 80,871 | $ 0 | 0 | I | See Footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARBORETUM VENTURES II LP 303 DETROIT STREET, SUITE 301 ANN ARBOR, MI 48104 |
X | |||
Arboretum Ventures 1, LLC 303 DETROIT STREET, SUITE 301 ANN ARBOR, MI 48104 |
X | |||
Arboretum Investment Manager, LLC 303 DETROIT STREET, SUITE 301 ANN ARBOR, MI 48104 |
X | |||
Arboretum Investment Manager IIa, LLC 303 DETROIT STREET, SUITE 301 ANN ARBOR, MI 48104 |
X | |||
Arboretum Ventures 1-A, LLC 303 DETROIT STREET, SUITE 301 ANN ARBOR, MI 48104 |
X | |||
ARBORETUM VENTURES 11A LP 303 DETROIT STREET, SUITE 301 ANN ARBOR, MI 48104 |
X | |||
Arboretum Investment Manager II, LLC 303 DETROIT STREET, SUITE 301 ANN ARBOR, MI 48104 |
X | |||
Garfinkle Jan L. 303 DETROIT STREET, SUITE 301 ANN ARBOR, MI 48104 |
X |
ARBORETUM VENTURES 1, LLC By: Arboretum Investment Manager, LLC Its: Manager By: Arboretum Ventures, Inc. Its: Manager By: Jan L. Garfinkle, President | 02/21/2014 | |
**Signature of Reporting Person | Date | |
ARBORETUM VENTURES II, L.P. By: Arboretum Investment Manager II, LLC Its: General Partner By: Jan L. Garfinkle, Managing Director | 02/21/2014 | |
**Signature of Reporting Person | Date | |
ARBORETUM INVESTMENT MANAGER, LLC By: Arboretum Ventures, Inc. Its: Manager By: Jan L. Garfinkle, President | 02/21/2014 | |
**Signature of Reporting Person | Date | |
ARBORETUM INVESTMENT MANAGER IIA, LLC By: Arboretum Investment Manager II, LLC Its: Manager By: Jan L. Garfinkle, Managing Director | 02/21/2014 | |
**Signature of Reporting Person | Date | |
ARBORETUM VENTURE 1-A, LLC By: Arboretum Investment Manager, LLC Its: Manager By: Arboretum Ventures, Inc. Its: Manager By: Jan L. Garfinkle, President | 02/21/2014 | |
**Signature of Reporting Person | Date | |
ARBORETUM VENTURES IIA, L.P. By: Arboretum Investment Manager IIa, LLC Its: General Partner By: Arboretum Investment Manager II, LLC Its: Manager By: Jan L. Garfinkle, Managing Director | 02/21/2014 | |
**Signature of Reporting Person | Date | |
ARBORETUM INVESTMENT MANAGER II, LLC By: Jan L. Garfinkle, Managing Director | 02/21/2014 | |
**Signature of Reporting Person | Date | |
ARBORETUM VENTURES, INC. By: Jan L. Garfinkle, President JAN L. GARFINKLE | 02/21/2014 | |
**Signature of Reporting Person | Date | |
JAN L. GARFINKLE By: Jan L. Garfinkle, President | 02/21/2014 | |
**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 (i) Series D Preferred Stock automatically converted into 1.879505664 shares of Common Stock, (ii) Series E Preferred Stock automatically converted into 2.692436975 shares of Common Stock, (iii) Series F Preferred Stock automatically converted into 1 share of Common Stock, and (iv) Series G Preferred Stock automatically converted into 1 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) | These shares are held by Arboretum Ventures 1, LLC ("Ventures 1"). Arboretum Investment Manager, LLC ("AIM") serves as the managing member of Ventures 1. Arboretum Ventures, Inc. ("INC") serves as the Manager of AIM. Jan Garfinkle and Timothy Petersen are the sole shareholders of INC and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports. |
(3) | These shares are held by Arboretum Ventures 1-A, LLC ("Ventures 1-A"). AIM serves as the managing member of Ventures 1-A. INC serves as the Manager of AIM. Jan Garfinkle and Timothy Petersen are the sole shareholders of INC and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports. |
(4) | These shares are held by Arboretum Ventures II, L.P ("Ventures II"). Arboretum Investment Manager II, LLC ("AIM II") serves as the general partner of Ventures II. Jan Garfinkle and Timothy Petersen are the managing members of AIM II and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports. |
(5) | These shares are held by Arboretum Ventures IIa, L.P ("Ventures IIa). AIM II serves as the sole manager of Arboretum Investment Manager IIa, LLC ("AIM IIa"), which serves as the general partner of Ventures IIa. Jan Garfinkle and Timothy Petersen are the managing members of AIM II and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports. |