SEC Form 4 · accession 0001104659-15-050340
Conformis Inc · CFMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Muhlenbeck
Director
Period of report
Jul 7, 2015
Accepted (ET)
Jul 8, 2015 · 7:01 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 | Jul 7, 2015 | C | 1,200,875 | — | A | 1,200,875 | I | See footnote. |
| Common StockF1,F3 | Jul 7, 2015 | C | 1,912,227 | — | A | 1,912,227 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1 | — | Jul 7, 2015 | C | 1,115,234 | D | — | — | Common Stock | 557,617 | 0 | I |
| Series C Preferred StockF1 | — | Jul 7, 2015 | C | 357,142 | D | — | — | Common Stock | 178,571 | 0 | I |
| Series D Preferred StockF1 | — | Jul 7, 2015 | C | 1,353,799 | D | — | — | Common Stock | 676,899 | 0 | I |
| Series D Preferred StockF1 | — | Jul 7, 2015 | C | 2,352,179 | D | — | — | Common Stock | 1,176,089 | 0 | I |
| Series E-1 Preferred StockF1 | — | Jul 7, 2015 | C | 375,000 | D | — | — | Common Stock | 187,500 | 0 | I |
| Series E-2 Preferred StockF1 | — | Jul 7, 2015 | C | 672,952 | D | — | — | Common Stock | 336,476 | 0 | I |
| Series D Preferred Stock Warrant (right to buy)F4 | — | Jul 7, 2015 | C | 208,333 | D | — | — | Series D Preferred Stock | 208,333 | 0 | I |
| Series D Preferred Stock Warrant (right to buy)F5 | — | Jul 7, 2015 | C | 208,333 | D | — | — | Series D Preferred Stock | 208,333 | 0 | I |
| Series D Preferred Stock Warrant (right to buy)F6,F3 | — | Jul 7, 2015 | C | 100,000 | D | — | — | Series D Preferred Stock | 100,000 | 0 | I |
| Series D Preferred Stock Warrant (right to buy)F7,F2 | — | Jul 7, 2015 | C | 83,333 | D | — | — | Series D Preferred Stock | 83,333 | 0 | I |
| Series D Preferred Stock Warrant (right to buy)F8,F3 | — | Jul 7, 2015 | C | 66,666 | D | — | — | Series D Preferred Stock | 66,666 | 0 | I |
| Common Stock Warrant (right to buy)F3,F4 | $12.00 | Jul 7, 2015 | C | 104,166 | A | — | — | Common Stock | 104,166 | 104,166 | I |
| Common Stock Warrant (right to buy)F3,F5 | $12.00 | Jul 7, 2015 | C | 104,166 | A | — | — | Common Stock | 104,166 | 208,332 | I |
| Common Stock Warrant (right to buy)F3,F6 | $12.00 | Jul 7, 2015 | C | 50,000 | A | — | — | Common Stock | 50,000 | 258,332 | I |
| Common Stock Warrant (right to buy)F2,F7 | $12.00 | Jul 7, 2015 | C | 41,666 | A | — | — | Common Stock | 41,666 | 41,666 | I |
| Common Stock Warrant (right to buy)F3,F8 | $12.00 | Jul 7, 2015 | C | 33,333 | A | — | — | Common Stock | 33,333 | 291,665 | I |
Explanation of responses
- F1The Series B, C, D, E-1 and E-2 Preferred Stock converted into Common Stock on a two-for-one basis upon the closing of the Issuer's initial public offering without the payment of consideration. The Series B, C, D, E-1 and E-2 Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, and had no expiration date.
- F2The securities are directly held by aeris CAPITAL Archer L.P. The Reporting Person is a managing director of an entity that acts as an investment advisor to aeris CAPITAL Archer Ltd. (the general partner of aeris CAPITAL Archer L.P.) and disclaims beneficial ownership of all shares except to the extent of any pecuniary interest he may have therein.
- F3The securities are directly held by SGR Sagittarius Holding AG. The Reporting Person is a managing director of an entity that acts as an investment advisor to SGR Sagittarius Holding AG and disclaims beneficial ownership of all shares except to the extent of any pecuniary interest he may have therein.
- F4The Series D Preferred Stock Warrants were exercisable for 208,333 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 104,166 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
- F5The Series D Preferred Stock Warrants were exercisable for 208,333 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 104,166 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
- F6The Series D Preferred Stock Warrants were exercisable for 100,000 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 50,000 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
- F7The Series D Preferred Stock Warrants were exercisable for 83,333 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 41,666 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
- F8The Series D Preferred Stock Warrants were exercisable for 66,666 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 33,333 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.