SEC Form 4 · accession 0000903423-15-000444
Conformis Inc · CFMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 7, 2015
Accepted (ET)
Jul 8, 2015 · 7:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001305773
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 7, 2015 | C | 3,125,000 | — | A | 3,125,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series E 1 Preferred StockF2,F3,F1 | — | Jul 7, 2015 | C | 3,125,000 | D | — | — | Common stock | 1,562,500 | 0 | D |
| Series E 2 Preferred StockF2,F3,F1 | — | Jul 7, 2015 | C | 3,125,000 | D | — | — | Common Stock | 1,562,500 | 0 | D |
Explanation of responses
- F1The Series E-1 Preferred Stock and Series E-2 Preferred Stock converted into common stock, par value of $0.00001 per share (the "Common Stock"), on a two-for-one basis upon the closing of the Issuer's initial public offering on July 7, 2015, and had no expiration.
- F2Procific directly holds 3,125,000 shares of Common Stock (the "Procific Shares"), which it acquired upon the automatic conversion of the Series E-1 Preferred Stock and Series E-2 Preferred Stock upon the closing of the Issuer's initial public offering. The Abu Dhabi Investment Authority ("ADIA" and, together with Procific, the "Reporting Persons") is the sole owner of Procific and therefore may also be deemed to beneficially own the Procific Shares.
- F3Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests
Remarks
The Reporting Persons are no longer 10% owners; however, solely for the purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a "deputized director" by virtue of Colm Lanigan, an employee of ADIA, serving as a member of the board of directors of the Issuer.