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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 A Warrant (right to buy) | $ 0.65 | 04/03/2018 | P | 1,150,000 | 04/03/2018 | 10/03/2018 | Common Stock | 1,150,000 | (1) | 1,150,000 | I | See Footnotes (2) (3) | |||
Series B Warrant (right to buy) | $ 0.75 | 04/03/2018 | P | 1,150,000 | 04/03/2018 | 04/03/2023 | Common Stock | 1,150,000 | (1) | 1,150,000 | I | See Footnotes (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GILLIS STEVEN 8755 W HIGGINS, SUITE 1025 CHICAGO, IL 60631 |
X | |||
Arch Venture Fund VII LP 8755 W HIGGINS, SUITE 1025 CHICAGO, IL 60631 |
Former 10% owner | |||
ARCH Venture Partners VII, L.P. 8755 W. HIGGINS ROAD SUITE 1025 CHICAGO, IL 60631 |
Former 10% owner | |||
ARCH Venture Partners VII, LLC 8755 W. HIGGINS ROAD SUITE 1025 CHICAGO, IL 60631 |
Former 10% owner | |||
CRANDELL KEITH C/O ARCH VENTURE FUND VII 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
Former 10% owner | |||
BYBEE CLINTON C/O ARCH VENTURE FUND VII 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
Former 10% owner | |||
NELSEN ROBERT C/O ARCH VENTURE FUND VII 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
Former 10% owner |
/s/ Steve Gillis | 04/05/2018 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P. | 04/05/2018 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P. | 04/05/2018 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC | 04/05/2018 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell | 04/05/2018 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee | 04/05/2018 | |
**Signature of Reporting Person | Date | |
/s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen | 04/05/2018 | |
**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) | The reported securities were included within 1,150,000 Units purchased by ARCH Venture Fund VII, L.P. ("ARCH VII") for $0.65 per Unit. Each Unit consisted of one share of common stock, one Series A Warrant to purchase one share of common stock at an exercise price of $0.65 per share, and one Series B Warrant to purchase one share of common stock at an exercise price of $0.75 per share. |
(2) | Securities held of record byARCH VII. The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
(3) | The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH Partners VII, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |