SEC Form 4 · accession 0001209191-16-155873

ACCELERON PHARMA INC · XLRN

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

Reporting owner

Jean George

Director

Period of report

Dec 7, 2016

Accepted (ET)

Dec 19, 2016 · 4:05 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 Stock^F1,F2	Dec 7, 2016	M	127,122	$5.88	A	127,122	I	See footnote
Common Stock^F3,F2	Dec 7, 2016	F	22,000	$33.98	D	105,122	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
Warrants to Purchase Common Stock^F1,F2,F4	$5.88	Dec 7, 2016	M	127,122	D	—	Jun 10, 2020	Common Stock	127,122	0	I

Explanation of responses

F1Represents 119,322 shares, 4,788 shares, 2,301 shares and 711 shares of common stock underlying warrants held by Advanced Technology Ventures VII, L.P. ("ATV VII"), Advanced Technology Ventures VII (B), L.P. ("ATV VII B"), Advanced Technology Ventures VII (C), L.P. ("ATV VII C") and ATV Entrepreneurs VII, L.P. ("ATV VII E"), respectively. Shares ultimately received by each of these entities were net of shares withheld, as described in footnote 3, due to the net exercise of warrants.
F2ATV Associates VII, L.L.C. ("ATV A VII") is the general partner of ATV VII, ATV VII B, ATV VII C and ATV VII E and exercises voting and dispositive authority over the shares held by ATV VII, ATV VII B, ATV VII C and ATV VII E. Jean George is a managing director of ATV A VII and exercises voting and dispositive decisions of ATV A VII collectively with each of four other managing directors. Ms. George disclaims beneficial ownership of these securities and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of her pecuniary interest therein.
F3Represents 20,648 shares, 829 shares, 399 shares and 124 shares of common stock withheld in connection with the net exercise of warrants by ATV VII, ATV VII B, ATV VII V and ATV VII E, respectively. Such shares were withheld by the issuer in satisfaction of the warrants' exercise price and did not involve the sale of shares by the holders.
F4The warrants to purchase common stock were exercisable at any time at the holders' election.