SEC Form 4 · accession 0001209191-18-029614
CRESCENT BIOPHARMA, INC. · CBIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 10, 2018
Accepted (ET)
May 11, 2018 · 5:00 pm EDT
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 | May 10, 2018 | X | 216,046 | $0.33 | A | 4,706,797 | D | |
| Common StockF1 | May 10, 2018 | S | 4,006 | $17.81 | D | 4,702,791 | D | |
| Common StockF1 | May 10, 2018 | X | 298,406 | $0.33 | A | 5,001,197 | D | |
| Common StockF1 | May 10, 2018 | S | 5,533 | $17.81 | D | 4,995,664 | 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 | May 10, 2018 | X | 216,046 | D | Jul 3, 2008 | Jul 3, 2018 | Common Stock | 216,046 | 0 | D |
| Warrant to Purchase Common Stock (right to buy)F1 | $0.33 | May 10, 2018 | X | 298,406 | D | Jan 16, 2009 | Jan 16, 2019 | Common Stock | 298,406 | 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 May 10, 2018, NEA 10 exercised warrants to purchase a total of 216,046 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 4,006 of the warrant shares to pay the exercise price and issuing 212,040 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.
- F3On May 10, 2018, NEA 10 exercised warrants to purchase a total of 298,406 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 5,533 of the warrant shares to pay the exercise price and issuing 292,873 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.