SEC Form 4 · accession 0001179110-17-008065
ReShape Lifesciences Inc. · RSLS
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
Carl Goldfischer
Director
Period of report
May 25, 2017
Accepted (ET)
May 26, 2017 · 3:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001371217
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF6,F1 | May 25, 2017 | S | 4,571 | $4.85 | A | 0 | I | See footnote (1) |
| Common StockF6,F2 | May 25, 2017 | S | 97 | $4.85 | A | 0 | I | See footnote note (2) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Option (Right to Buy)F3 | $50,410.50 | holding | — | — | — | Mar 25, 2008 | Mar 24, 2018 | Common Stock | 3 | 3 | D |
| Director Option (Right to Buy)F3 | $12,159.00 | holding | — | — | — | May 5, 2009 | May 5, 2019 | Common Stock | 1 | 1 | D |
| Director Option (Right to Buy)F4 | $2,646.00 | holding | — | — | — | May 6, 2010 | May 6, 2020 | Common Stock | 1 | 1 | D |
| Director Option (Right to Buy)F4 | $2,761.50 | holding | — | — | — | May 5, 2011 | May 5, 2021 | Common Stock | 9 | 9 | D |
| Director Option (Right to Buy)F4 | $2,908.50 | holding | — | — | — | May 9, 2012 | May 9, 2022 | Common Stock | 9 | 9 | D |
| Director Option (Right to Buy)F4 | $924.00 | holding | — | — | — | May 8, 2013 | May 8, 2023 | Common Stock | 9 | 9 | D |
| Director Option (Right to Buy)F4 | $1,932.00 | holding | — | — | — | May 7, 2014 | May 7, 2024 | Common Stock | 23 | 23 | D |
| Director Option (Right to Buy)F4 | $1,176.00 | holding | — | — | — | May 6, 2015 | May 6, 2025 | Common Stock | 23 | 23 | D |
| Director Option (Right to Buy)F5 | $1,176.00 | holding | — | — | — | Jun 6, 2015 | May 6, 2025 | Common Stock | 23 | 23 | D |
| Director Option (Right to Buy)F4 | $52.50 | holding | — | — | — | May 4, 2016 | May 4, 2026 | Common Stock | 42 | 42 | D |
| Director Option (Right to Buy)F4 | $7.12 | holding | — | — | — | Feb 8, 2017 | Feb 8, 2027 | Common Stock | 35,000 | 35,000 | D |
Explanation of responses
- F1Represents shares held by Bay City Capital Fund IV, L.P. ("Fund IV"), including the shares held by Dr. Goldfischer; and indirect interests of Bay City Capital LLC ("BCC"), the manager of Bay City Capital Management IV LLC ("Management IV"), and Management IV, the general partner of Fund IV. Dr. Goldfischer is Managing Director of BCC. Dr. Goldfischer, BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
- F2Represents shares held by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV"), including the shares held by Dr. Goldfischer; and indirect interests of BCC, the manager of Management IV, and Management IV, the general partner of Co-Investment IV. Dr. Goldfischer, BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
- F325% of the shares shall vest immediately, and the remaining shares shall vest 1/36 per month thereafter, as long as the reporting person remains a director of the company.
- F425% of the shares subject to the option are exercisable immediately. The remaining 75% of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month over the three (3) year period measured from the date shown.
- F5Option vests in successive installments of 1/12th per month beginning the date shown.
- F6The price reported is the weighted average sale price for the transactions reported. The prices received ranged from $4.75 to $5.00. The Reporting Person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.