SEC Form 4 · accession 0001012975-17-000726
Acer Therapeutics Inc. · ACER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Helmut Schuhsler
10% Owner
TVM Life Science Ventures VI LP
Director · 10% Owner
Stefan Fischer
10% Owner
Hubert Birner
Director · 10% Owner
TVM Life Science Ventures VI GmbH & Co KG
Director · 10% Owner
Luc Marengere
10% Owner
TVM Life Science Ventures VII L.P.
Director · 10% Owner
Mark Wanless
10% Owner
Gary Leatt
10% Owner
Period of report
Sep 19, 2017
Accepted (ET)
Sep 27, 2017 · 6:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001069308
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 19, 2017 | J | 663,782 | — | A | 663,782 | I | See Footnote |
| Common StockF1,F3 | Sep 19, 2017 | J | 227,485 | — | A | 227,485 | I | See Footnote |
| Common StockF1,F4 | Sep 19, 2017 | J | 1,172,709 | — | A | 1,172,709 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares were acquired pursuant to an Agreement and Plan of Merger, dated as of June 30, 2017 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Issuer merged with and into Acer Therapeutics Inc. ("Acer"). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) of the closing of the Mergers contemplated thereby, the then outstanding shares of Acer's common stock were cancelled and were automatically converted into the right to receive 1 share of the Issuer's common stock for each share of Acer common stock then held by the Reporting Persons. These shares were previously reported on a Form 3 filed by the Reporting Persons on the date of this filing.
- F2The shares are directly held by TVM Life Science Ventures VI GmbH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Stefan Fischer ("Fischer"), and Helmut Schuhsler ("Schuhsler") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. Birner is a director of the Issuer.
- F3The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). Birner, Schuhsler and Fischer are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI LP, except to the extent of any pecuniary interest therein, if any.
- F4These shares are directly held by TVM Life Science Ventures VII L.P. ("TVM VII LP"). TVM Life Science Ventures VII (GP) Ltd. ("TVM VII GP Ltd") is the general partner of TVM VII LP. Luc Marengere ("Marengere"), Mark Wanless ("Wanless"), Gary Leatt ("Leatt"), Birner, Fischer and Schuhsler are members of the investment committee of TVM VII GP Ltd, which has voting and investment power with respect to these shares. TVM VII GP Ltd, Birner, Fischer, Schuhsler, Marengere, Wanless and Leatt each disclaim any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein, if any. Marengere is a director of the Issuer.