|
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 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 10/29/2019 | C | 3,146,551 | (1) | (1) | Common Stock | 2,097,700 | (1) | 0 | I (2) (3) | See footnotes (2) (3) | |||
Series B Preferred Stock | (1) | 10/29/2019 | C | 1,675,532 | (1) | (1) | Common Stock | 1,117,021 | (1) | 0 | I (2) (3) | See footnotes (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
5AM Ventures V, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
X | |||
5AM Partners V, LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
X | |||
5AM Opportunities I, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
X | |||
5AM Opportunities I (GP), LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
X | |||
PARMAR KUSH 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
X | |||
ROCKLAGE SCOTT M 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
X | |||
Schwab Andrew J. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
X |
5AM VENTURES V, L.P. By: 5AM Partners V, LLC, its General Partner By: /s/ Scott M. Rocklage Managing Member | 10/31/2019 | |
**Signature of Reporting Person | Date | |
5AM PARTNERS V, LLC By: /s/ Scott M. Rocklage Managing Member | 10/31/2019 | |
**Signature of Reporting Person | Date | |
5AM OPPORTUNITIES I, L.P. By: 5AM Opportunities I (GP), LLC, its General Partner By: /s/ Kush Parmar Managing Member | 10/31/2019 | |
**Signature of Reporting Person | Date | |
5AM OPPORTUNITIES I (GP), LLC By: /s/ Kush Parmar Managing Member | 10/31/2019 | |
**Signature of Reporting Person | Date | |
/s/ Kush Parmar | 10/31/2019 | |
**Signature of Reporting Person | Date | |
/s/ Scott Rocklage | 10/31/2019 | |
**Signature of Reporting Person | Date | |
/s/ Andrew J. Schwab | 10/31/2019 | |
**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) | These shares of Series A Preferred Stock and Series B Preferred Stock (collectively, "Preferred Stock") automatically converted into shares of the Issuer's Voting Common Stock ("Common Stock"), on a 1-for-1.5 basis, immediately prior to the completion of the Issuer's initial public offering for no additional consideration. The Preferred Stock had no expiration date. |
(2) | Shares are held directly by 5AM Ventures V, L.P. ("5AM V"). |
(3) | 5AM Partners V, LLC ("5AM Partners") is the sole general partner of 5AM V. Dr. Kush Parmar, Andrew J. Schwab and Dr. Scott M. Rocklage are managing members of 5AM Partners and may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM V. Each of 5AM Partners, Dr. Parmar, Mr. Schwab and Dr. Rocklage disclaims beneficial ownership of the shares of Preferred Stock held directly by 5AM V, except to the extent of its or his pecuniary interest therein. |
(4) | Shares are held directly by 5AM Opportunities I, L.P. ("Opportunities"). |
(5) | 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Dr. Kush Parmar are managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of the shares of Common Stock held directly by Opportunities, except to the extent of its or his pecuniary interest therein. |