SEC Form 4 · accession 0000899243-16-035262
ACCELERON PHARMA INC · XLRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terrance McGuire
Director
Period of report
Dec 7, 2016
Accepted (ET)
Dec 9, 2016 · 6:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001280600
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 7, 2016 | X | 180,518 | $5.88 | A | 778,671 | I | See Footnote |
| Common StockF4,F2 | Dec 8, 2016 | S | 34,285 | $30.96 | D | 744,386 | I | See Footnote |
| Common StockF5,F2 | Dec 7, 2016 | X | 3,384 | $5.88 | A | 747,770 | I | See Footnote |
| Common StockF7,F2 | Dec 8, 2016 | S | 643 | $30.96 | D | 747,127 | I | See Footnote |
| Common Stock | holding | — | — | — | 1,624 | D |
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)F2 | $5.88 | Dec 7, 2016 | X | 180,518 | D | Jun 10, 2010 | Jun 10, 2020 | Common Stock | 180,518 | 0 | I |
| Warrant (Right to Buy)F2 | $5.88 | Dec 7, 2016 | X | 3,384 | D | Jun 10, 2010 | Jun 10, 2020 | Common Stock | 3,384 | 0 | I |
Explanation of responses
- F1Represents 766,574 shares, 10,102 shares, and 1,995 shares directly owned by Polaris Venture Partners IV, L.P. ("PVP IV"), Polaris Venture Partners Entrepreneurs' Fund IV, L.P. ("PVPE IV") and Polaris Venture Management IV, L.L.C. ("PVM IV"), respectively.
- F2The Reporting Person is a managing member of PVM IV, the general partner of each of PVP IV and PVPE IV. The Reporting Person disclaims beneficial ownership of the Funds' and PVM IV's securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest, if any, therein.
- F3On December 7, 2016, the PVP IV exercised a warrant to purchase 180,518 share of the Issuer's Common Stock for $5.88 per share. PVP IV paid the exercise price on a cashless basis, resulting in the Issuer withholding 34,285 shares of the Issuer's shares of common stock subject to the warrant to pay the exercise price and issuing PVP IV the remaining 146,233 shares of the Issuer's common stock. The Issuer also paid $17.76 to PVP IV in lieu of a fractional share.
- F4Represents 732,289 shares, 10,102 shares, and 1,995 shares directly owned by PVP IV, PVPE IV and PVM IV, respectively.
- F5Represents 732,289 shares, 13,486 shares, and 1,995 shares directly owned by PVP IV, PVPE IV and PVM IV, respectively.
- F6On December 7, 2016, the PVPE IV exercised a warrant to purchase 3,384 share of the Issuer's Common Stock for $5.88 per share. PVPE IV paid the exercise price on a cashless basis, resulting in the Issuer withholding 643 shares of the Issuer's shares of common stock subject to the warrant to pay the exercise price and issuing PVPE IV the remaining 2,741 shares of the Issuer's common stock. The Issuer also paid $9.36 to PVPE IV in lieu of a fractional share.
- F7Represents 732,289 shares, 12,843 shares, and 1,995 shares directly owned by PVP IV, PVPE IV and PVM IV, respectively.