SEC Form 4 · accession 0001209191-15-080868
CRESCENT BIOPHARMA, INC. · CBIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 16, 2015
Accepted (ET)
Nov 18, 2015 · 2:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001253689
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 16, 2015 | X | 9,445 | $0.33 | A | 4,491,203 | D | |
| Common StockF1 | Nov 16, 2015 | S | 452 | $6.91 | D | 4,490,751 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common Stock (right to buy)F1 | $0.33 | Nov 16, 2015 | X | 9,445 | D | Dec 9, 2005 | Dec 9, 2015 | Common Stock | 9,445 | 0 | D |
Explanation of responses
- F1The shares are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and its individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are Peter J. Barris, M. James Barrett and Scott D. Sandell. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares in which such Indirect Reporting Person has no pecuniary interest.
- F2On November 16, 2015, NEA 10 exercised warrants to purchase a total of 9,445 shares of the Issuer's common stock for $0.33 a share. NEA 10 paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 452 of the warrant shares to pay the exercise price and issuing 8,993 shares to NEA 10. The Issuer also paid cash to NEA 10 in lieu of any fractional shares to be issued upon exercise of the warrants.