SEC Form 4/A · accession 0000899243-16-012708
MARINUS PHARMACEUTICALS INC · MRNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Stephen M Bloch
Director
Period of report
Sep 24, 2015
Accepted (ET)
Feb 4, 2016 · 6:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001267813
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 28, 2015 | M | 12,515 | $1.04 | A | 12,515 | D | |
| Common Stock | Sep 28, 2015 | M | 27,035 | $1.04 | A | 39,550 | D | |
| Common StockF1,F2 | holding | — | — | — | 2,461,398 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option (right to buy)F3 | $12.98 | Sep 24, 2015 | A | 6,300 | A | — | Sep 24, 2025 | Common Stock | 6,300 | 6,300 | D |
| Stock option (right to buy)F4 | $1.04 | Sep 28, 2015 | M | 12,515 | D | — | Jun 9, 2019 | Common Stock | 12,515 | 0 | D |
| Stock option (right to buy)F5 | $1.04 | Sep 28, 2015 | M | 27,035 | D | — | Mar 20, 2022 | Common Stock | 27,035 | 0 | D |
Explanation of responses
- F1Shares held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Canaan VII disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of any pecuniary interest therein. Stephen Bloch, a manager of the Canaan Fund, serves as the representative of the Canaan Entities on the Issuer's board of directors.
- F2Dr. Bloch disclaims beneficial ownership over the securities owned by the Canaan Fund, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in Canaan VII, the general partner of the Canaan Fund.
- F31,050 options vest on September 30, 2015 and the remaining options vest on the last day of the month in 10 equal monthly installments commencing 10/31/2015.
- F425% vested on 6/9/09; remaining shares vested in equal installments at the end of each of the 36 months after 6/9/09. These options were granted by the Issuer prior to Dr. Bloch becoming a manager of the Canaan Fund.
- F5100% vested on 3/20/13. These options were granted by the Issuer prior to Dr. Bloch becoming a manager of the Canaan Fund.
Remarks
This amendment is being filed to delete the row on Table I that previously disclosed 1,836,398 shares, as it inadvertently duplicated the number of shares reported as beneficially owned by the Reporting Person. This amendment also makes the same correction to the Reporting Person's Form 4 filings on 06/11/2015 and 10/02/2014.