SEC Form 4 · accession 0000905718-15-000628

CHIASMA, INC · CHMA

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Abingworth LLP

10% Owner

Period of report

Jul 15, 2015

Accepted (ET)

Jul 17, 2015 · 4:19 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,F2,F3	Jul 15, 2015	C	2,600,741	—	A	2,600,741	I	See Note

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series D' Convertible Preferred Stock^F1,F3,F2	—	Jul 15, 2015	C	1,642,575	D	—	—	Common Stock	1,642,575	I
Series E Convertible Preferred Stock^F1,F3,F2	—	Jul 15, 2015	C	438,020	D	—	—	Common Stock	438,020	I
Warrants (Right to Purchase)^F4,F3,F2	—	Jul 15, 2015	C	410,642	D	—	—	Common Stock	410,642	I
Warrants (Right to Purchase)^F5,F3,F2	—	Jul 15, 2015	C	109,504	D	—	—	Common Stock	109,504	I

Explanation of responses

F1Upon the closing of the Issuer's initial public offering, each share of Series D' Convertible Preferred Stock and Series E Convertible Stock automatically converted into Common Stock on a 1-for-9.132 (after reverse stock split) basis without payment of further consideration.
F2Reflects a 1-for-9.132 reverse stock split effected on June 30, 2015.
F3The shares are held by Abingworth Bioventures V, LP ("Abingworth"). Abingworth Bioventures V GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner V LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner V LLP) has delegated to Abingworth LLP, all investment and dispositive power over the securities held by Abingworth. The reporting person holds the reported securities indirectly through Abingworth. The reporting person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, Abingworth or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F4Abingworth had the right to purchase shares of the Issuer's Common Stock under the Series D' Convertible Preferred Stock Purchase Agreement at a price of $0.09, which right to purchase ceased to be exercisable upon the closing of the Issuer's initial public offering. Upon the closing of the Issuer's initial public offering, each Warrant automatically converted into Common Stock on a 1-for-9.132 basis (without payment of further consideration and with no expiration date).
F5Abingworth had the right to purchase shares of the Issuer's Common Stock under the Series E Convertible Preferred Stock Purchase Agreement at a price of $9.13, which right to purchase ceased to be exercisable upon the closing of the Issuer's initial public offering. Upon the closing of the Issuer's initial public offering, each Warrant automatically converted into Common Stock on a 1-for-9.132 basis (without payment of further consideration and with no expiration date).