SEC Form 4 · accession 0001209191-15-043024
aTYR PHARMA INC · LIFE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Amir Nashat
Director · Other
Period of report
May 12, 2015
Accepted (ET)
May 14, 2015 · 9:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001339970
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | May 12, 2015 | C | 1,674,825 | — | A | 1,674,825 | I | By Polaris Venture Partners V, L.P. |
| Common StockF1,F2,F5 | May 12, 2015 | C | 32,642 | — | A | 32,642 | I | By Polaris Venture Partners Entrepreneurs' Fund V, L.P. |
| Common StockF1,F2,F6 | May 12, 2015 | C | 11,472 | — | A | 11,472 | I | By Polaris Venture Partners Founders' Fund V, L.P. |
| Common StockF1,F2,F7 | May 12, 2015 | C | 16,748 | — | A | 16,748 | I | Polaris Venture Partners Special Founders' Fund V, L.P. |
| Common StockF8,F9,F3,F4 | May 12, 2015 | C | 89,069 | — | A | 1,763,894 | I | By Polaris Venture Partners V, L.P. |
| Common StockF8,F9,F5 | May 12, 2015 | C | 1,736 | — | A | 34,378 | I | By Polaris Venture Partners Entrepreneurs' Fund V, L.P. |
| Common StockF8,F9,F6 | May 12, 2015 | C | 610 | — | A | 12,082 | I | By Polaris Venture Partners Founders' Fund V, L.P. |
| Common StockF8,F9,F7 | May 12, 2015 | C | 890 | — | A | 17,638 | I | Polaris Venture Partners Special Founders' Fund V, L.P. |
| Common Stock | holding | — | — | — | 12,572 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Redeemable Convertible Preferred StockF3,F4,F1,F2 | — | May 12, 2015 | C | 3,473,763 | D | — | — | Common Stock | 436,725 | 0 | I |
| Series B Redeemable Convertible Preferred StockF5,F1,F2 | — | May 12, 2015 | C | 67,704 | D | — | — | Common Stock | 8,512 | 0 | I |
| Series B Redeemable Convertible Preferred StockF6,F1,F2 | — | May 12, 2015 | C | 23,796 | D | — | — | Common Stock | 2,992 | 0 | I |
| Series B Redeemable Convertible Preferred StockF7,F1,F2 | — | May 12, 2015 | C | 34,737 | D | — | — | Common Stock | 4,367 | 0 | I |
| Series B-2 Redeemable Convertible Preferred StockF3,F4,F1,F2 | — | May 12, 2015 | C | 4,168,683 | D | — | — | Common Stock | 524,090 | 0 | I |
| Series B-2 Redeemable Convertible Preferred StockF5,F1,F2 | — | May 12, 2015 | C | 81,248 | D | — | — | Common Stock | 10,214 | 0 | I |
| Series B-2 Redeemable Convertible Preferred StockF6,F1,F2 | — | May 12, 2015 | C | 28,556 | D | — | — | Common Stock | 3,590 | 0 | I |
| Series B-2 Redeemable Convertible Preferred StockF7,F1,F2 | — | May 12, 2015 | C | 41,686 | D | — | — | Common Stock | 5,241 | 0 | I |
| Series C Redeemable Convertible Preferred StockF3,F4,F1,F2 | — | May 12, 2015 | C | 4,208,756 | D | — | — | Common Stock | 529,128 | 0 | I |
| Series C Redeemable Convertible Preferred StockF5,F1,F2 | — | May 12, 2015 | C | 82,029 | D | — | — | Common Stock | 10,313 | 0 | I |
| Series C Redeemable Convertible Preferred StockF6,F1,F2 | — | May 12, 2015 | C | 28,831 | D | — | — | Common Stock | 3,624 | 0 | I |
| Series C Redeemable Convertible Preferred StockF7,F1,F2 | — | May 12, 2015 | C | 42,087 | D | — | — | Common Stock | 5,291 | 0 | I |
| Series D Redeemable Convertible Preferred StockF3,F4,F1,F2 | — | May 12, 2015 | C | 1,470,577 | D | — | — | Common Stock | 184,882 | 0 | I |
| Series D Redeemable Convertible Preferred StockF5,F1,F2 | — | May 12, 2015 | C | 28,661 | D | — | — | Common Stock | 3,603 | 0 | I |
| Series D Redeemable Convertible Preferred StockF6,F1,F2 | — | May 12, 2015 | C | 10,074 | D | — | — | Common Stock | 1,266 | 0 | I |
| Series D Redeemable Convertible Preferred StockF7,F1,F2 | — | May 12, 2015 | C | 14,706 | D | — | — | Common Stock | 1,849 | 0 | I |
| Series E Redeemable Convertible Preferred StockF3,F4,F8,F9 | — | May 12, 2015 | C | 862,318 | D | — | — | Common Stock | 89,069 | 0 | I |
| Series E Redeemable Convertible Preferred StockF5,F8,F9 | — | May 12, 2015 | C | 16,806 | D | — | — | Common Stock | 1,736 | 0 | I |
| Series E Redeemable Convertible Preferred StockF6,F8,F9 | — | May 12, 2015 | C | 5,906 | D | — | — | Common Stock | 610 | 0 | I |
| Series E Redeemable Convertible Preferred StockF7,F8,F9 | — | May 12, 2015 | C | 8,623 | D | — | — | Common Stock | 890 | 0 | I |
Explanation of responses
- F1The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-7.95413 basis.
- F2Reflects a 1-for-7.95413 stock conversion of the Issuer's Preferred Stock into Common Stock which became effective immediately prior to the closing of the Issuer's initial public offering.
- F3These shares are owned directly by Polaris Venture Partners V, L.P. ("Polaris V"), whose sole general partner is Polaris Venture Management Co. V, LLC ("Polaris Management"). The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of Polaris V, Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Polaris Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Polaris Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Polaris Special Founders' V", and together with Polaris V, Polaris Entrepreneurs' V and Polaris Founders' V, the "Polaris V Funds").
- F4(Continued from footnote 3) The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.
- F5These shares are owned directly by Polaris Entrepreneurs' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.
- F6These shares are owned directly by Polaris Founders' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.
- F7These shares are owned directly by Polaris Special Founders' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.
- F8The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-9.6814 basis.
- F9Reflects a 1-for 9.6814 stock conversion of the Issuer's Preferred Stock into Common Stock which became effective immediately prior to the closing of the Issuer's initial public offering.