SEC Form 4 · accession 0000899243-15-001566

CHIASMA, INC · CHMA

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

Reporting owners

7-MED Health Ventures LP

10% Owner

Ruth Wertheimer

10% Owner

Period of report

Jul 21, 2015

Accepted (ET)

Jul 23, 2015 · 5:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001339469

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jul 21, 2015	C	12,337	—	A	12,337	D
Common Stock^F1	Jul 21, 2015	C	760,656	—	A	772,993	D
Common Stock^F1	Jul 21, 2015	C	514,674	—	A	1,287,667	D
Common Stock^F1	Jul 21, 2015	C	328,515	—	A	1,616,182	D
Common Stock^F1,F2,F3	Jul 21, 2015	C	273,762	—	A	273,762	I	Directly owned by Ruth Wertheimer
Common Stock^F2,F3	Jul 21, 2015	P	93,750	$16.00	A	93,750	I	Directly owned by Ruth Wertheimer

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series B1' Convertible Preferred Stock^F1,F5	—	Jul 21, 2015	C	112,665	A	—	—	Common Stock	12,337	D
Series C' Convertible Preferred Stock^F1,F5	—	Jul 21, 2015	C	6,946,314	A	—	—	Common Stock	760,656	D
Series D' Convertible Preferred Stock^F1,F5	—	Jul 21, 2015	C	4,700,000	A	—	—	Common Stock	514,674	D
Series E Convertible Preferred Stock^F1,F5	—	Jul 21, 2015	C	3,000,000	A	—	—	Common Stock	328,515	D
Series E Convertible Preferred Stock^F1,F2,F3,F5	—	Jul 21, 2015	C	2,500,000	A	—	—	Common Stock	273,762	I

Explanation of responses

F1Each outstanding share of the Issuer's Series B-1' Preferred Stock, Series C' Preferred Stock, Series D' Preferred Stock and Series E Preferred Stock converted into 0.109505 of a share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration. The converted shares had no expiration date.
F2Besides the shares of Common Stock and warrants to purchase shares of Common Stock held directly by Ruth Wertheimer, she also owns (i) an indirect, 80.5% limited partnership interest in 7 Med Health Ventures LP, as well as (ii) 100% of the outstanding equity interests of the general partner of 7 Med Health Ventures LP. She may therefore be deemed to have an indirect pecuniary interest in the shares of Common Stock and Warrants to purchase Common Stock of the Issuer held by 7 Med Health Ventures LP.
F3Ruth Wertheimer disclaims beneficial ownership of securities held by 7 Med Health Ventures LP except to the extent of her pecuniary interest therein.
F4The Reporting Person purchased the shares of Common Stock reported in this row in the Issuer's registered initial public offering in the United States.
F5Each share of the Issuer's Series B1' preferred stock, Series C preferred stock, Series D' preferred stock and Series E preferred stock was automatically converted on a 9.132-for-1 basis into common stock immediately prior to the closing of the Issuer's initial public offering. The shares of Series B1', Series C' and Series D' and Series E preferred stock had no expiration date.