SEC Form 4 · accession 0001209191-15-067184

GYRE THERAPEUTICS, INC. · GYRE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Augustine Lawlor

Director

Period of report

Aug 20, 2015

Accepted (ET)

Aug 20, 2015 · 6:11 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001124105

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Aug 20, 2015	J	1,041,024	—	A	1,041,024	I	By HealthCare Ventures VIII, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant (Right to Buy)^F3,F2	$33.27	Aug 20, 2015	J	2,254	A	—	Apr 9, 2019	Common Stock	2,254	2,254	I
Warrant (Right to Buy)^F4,F2	$3.33	Aug 20, 2015	J	11,383	A	—	May 29, 2020	Common Stock	11,383	11,383	I
Warrant (Right to Buy)^F5,F2	$3.33	Aug 20, 2015	J	14,056	A	—	Jun 29, 2020	Common Stock	14,056	14,056	I

Explanation of responses

F1Represents shares of the Issuer issued pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 5, 2015 as amended on May 6 and May 13, 2015, by and among the Issuer, Talos Merger Sub, Inc. and a Delaware corporation then known as Catalyst Biosciences, Inc. ("Old Catalyst"). Pursuant to the terms of the Merger Agreement, each share of common stock of Old Catalyst was converted into 0.0382 shares of the Issuer's common stock.
F2HealthCare Ventures VIII, L.P. ("HCVVIII") is the registered owner of the securities. The Reporting Person is a managing director of HealthCare Partners VIII, LLC ("HCPVIII LLC"), the General Partner of HealthCare Partners VIII, L.P. ("HCPVIII"). HCPVIII is the General Partner of HCVVIII. The Reporting Person shares voting and investment power over the shares held by HCVVIII with each of Christopher Mirabelli, James Cavanaugh, John Littlechild and Harold Werner as managing directors of HCPVIII LLC. The Reporting Person disclaims beneficial ownership of those securities in which he does not have a pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein.
F3On April 9, 2014, HCVVIII acquired a warrant to purchase 59,027 shares of the Series E Preferred Stock of Old Catalyst at an exercise price of $1.2706 per share. Each share of Series E Preferred Stock of Old Catalyst was convertible into 1 share of common stock of Old Catalyst. Pursuant to the Merger Agreement, this warrant was converted into a warrant to purchase 2,254 shares of the Catalyst's common stock at a per share exercise price of $33.27. The warrant is fully vested and exercisable.
F4On May 29, 2015, HCVVIII acquired a warrant to purchase 29,800 shares of the Series F Preferred Stock of Old Catalyst at an exercise price of $1.2706 per share. Each share of Series F Preferred Stock of Old Catalyst was convertible into 10 shares of common stock of Old Catalyst. Pursuant to the Merger Agreement, this warrant was converted into a warrant to purchase 11,383 shares of the Catalyst's common stock at a per share exercise price of $3.33. The warrant is fully vested and exercisable.
F5On June 29, 2015, HCVVIII acquired a warrant to purchase 36,796 shares of the Series F Preferred Stock of Old Catalyst at an exercise price of $1.2706 per share. Each share of Series F Preferred Stock of Old Catalyst was convertible into 10 shares of common stock of Old Catalyst. Pursuant to the Merger Agreement, this warrant was converted into a warrant to purchase 14,056 shares of the Catalyst's common stock at a per share exercise price of $3.33. The warrant is fully vested and exercisable.