SEC Form 4 · accession 0001181431-15-008374
SUPERNUS PHARMACEUTICALS, INC. · SUPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
M James Barrett
Director · 10% Owner
Period of report
Jun 15, 2015
Accepted (ET)
Jun 17, 2015 · 8:35 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001356576
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 15, 2015 | J | 3,000,000 | $0.00 | D | 7,641,250 | I | See Note 2 |
| Common StockF4 | Jun 15, 2015 | J | 921,000 | $0.00 | A | 921,000 | I | See Note 4 |
| Common StockF4 | Jun 15, 2015 | J | 921,000 | $0.00 | D | 921,000 | I | See Note 4 |
| Common Stock | Jun 15, 2015 | J | 32,524 | $0.00 | A | 32,524 | D | |
| Common StockF8 | Jun 15, 2015 | J | 16,262 | $0.00 | A | 16,262 | I | See Note 8 |
| Common StockF10 | Jun 15, 2015 | J | 9,406 | $0.00 | A | 9,406 | I | See Note 10 |
| Common StockF12 | Jun 15, 2015 | J | 6,856 | $0.00 | A | 6,856 | I | See Note 12 |
| Common StockF14 | Jun 15, 2015 | J | 166,986 | $0.00 | A | 166,986 | I | See Note 14 |
| Common StockF15,F14 | Jun 16, 2015 | S | 55,105 | $16.8527 | D | 111,881 | I | See Note 14 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1New Enterprise Associates 11, Limited Partnership ("NEA 11") made a pro rata distribution for no consideration of an aggregate of 3,000,000 shares of common stock of the Issuer to its general partner and its limited partners on June 15, 2015.
- F10The Reporting Person is the trustee of the Radhika Barrett Trust, which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the shares of common stock of the Issuer held by the Radhika Barrett Trust in which the Reporting Person has no pecuniary interest.
- F11The April P. Barrett Grandchildren's Trust (the "Grandchildren's Trust") received 6,856 shares of common stock of the Issuer in the distribution by NEA Partners 11 on June 15, 2015.
- F12The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the shares of common stock of the Issuer held by the Grandchildren's Trust in which the Reporting Person has no pecuniary interest.
- F13New Enterprise Associates, LLC ("NEA LLC") received 166,986 shares of Common Stock of the Issuer in the distribution by NEA Partners 11 on June 15, 2015.
- F14The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the shares of common stock of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.8133 to $16.917, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (15) to this Form 4.
- F2The shares are directly held by NEA 11 and indirectly held by NEA Partners 11, Limited Partnership ("NEA Partners 11"), the sole general partner of NEA 11, NEA 11 GP, LLC ("NEA 11 GP"), the sole general partner of NEA Partners 11, and the individual managers of NEA 11 GP (NEA Partners 11, NEA 11 GP and the individual managers of NEA 11 GP together, the "NEA 11 Indirect Reporting Persons"). The individual managers of NEA 11 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Krishna "Kittu" Kolluri and Scott D. Sandell. The NEA 11 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 11 shares in which the NEA 11 Indirect Reporting Persons have no pecuniary interest.
- F3NEA Partners 11 received 921,000 shares of common stock of the Issuer in the distribution by NEA 11 on June 15, 2015.
- F4The shares are directly held by NEA Partners 11 and indirectly held by NEA 11 GP, the sole general partner of NEA Partners 11, and the individual managers of NEA 11 GP (NEA 11 GP and the individual managers of NEA 11 GP together, the "NEA Partners 11 Indirect Reporting Persons"). The individual managers of NEA 11 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Krishna "Kittu" Kolluri and Scott D. Sandell. The NEA Partners 11 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA Partners 11 shares in which the NEA Partners 11 Indirect Reporting Persons have no pecuniary interest.
- F5NEA Partners 11 made a pro rata distribution for no consideration of an aggregate of 921,000 shares of common stock of the Issuer to its limited partners on June 15, 2015.
- F6The Reporting Person received 32,524 shares of common stock of the Issuer in the distribution by NEA Partners 11 on June 15, 2015.
- F7The Barrett 2006 Family Trust received 16,262 shares of common stock of the Issuer in the distribution by NEA Partners 11 on June 15, 2015.
- F8The shares are directly held by the Barrett 2006 Family Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the shares of common stock of the Issuer held by the Barrett 2006 Family Trust in which the Reporting Person has no pecuniary interest.
- F9The Radhika Barrett Trust (the "Radhika Barrett Trust") received 9,406 shares of common stock of the Issuer in the distribution by NEA Partners 11 on June 15, 2015.