SEC Form 4 · accession 0001209191-18-029619

CRESCENT BIOPHARMA, INC. · CBIO

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

Reporting owner

Scott D Sandell

10% Owner

Period of report

May 10, 2018

Accepted (ET)

May 11, 2018 · 5:02 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 Stock^F1	May 10, 2018	X	216,046	$0.33	A	4,706,797	I	See Note 1
Common Stock^F1	May 10, 2018	S	4,006	$17.81	D	4,702,791	I	See Note 1
Common Stock^F1	May 10, 2018	X	298,406	$0.33	A	5,001,197	I	See Note 1
Common Stock^F1	May 10, 2018	S	5,533	$17.81	D	4,995,664	I	See Note 1
Common Stock^F4	holding	—	—		—	4,093,377	I	See Note 4

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	I
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	I

Explanation of responses

F1The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"), NEA Partners 10 is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the direct beneficial owner of the shares. The 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 the 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.
F4The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securitites Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest.