SEC Form 4 · accession 0001209191-17-009584
ReShape Lifesciences Inc. · RSLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl Goldfischer
Director
Period of report
Feb 8, 2017
Accepted (ET)
Feb 10, 2017 · 4:45 pm EST
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 StockF1,F2 | holding | — | — | — | 4,572 | I | See footnote | |
| Common StockF1,F3 | holding | — | — | — | 98 | I | See footnote |
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)F5 | $7.12 | Feb 8, 2017 | A | 35,000 | A | Feb 8, 2017 | Feb 8, 2027 | Common Stock | 35,000 | 35,000 | D |
| Director Option (Right to Buy)F1,F4 | $50,410.50 | holding | — | — | — | Mar 25, 2008 | Mar 24, 2018 | Common Stock | 3 | 3 | D |
| Director Option (Right to Buy)F1,F4 | $12,159.00 | holding | — | — | — | May 5, 2009 | May 4, 2019 | Common Stock | 1 | 1 | D |
| Director Option (Right to Buy)F1,F5 | $2,646.00 | holding | — | — | — | May 6, 2010 | May 6, 2020 | Common Stock | 1 | 1 | D |
| Director Option (Right to Buy)F1,F5 | $2,761.50 | holding | — | — | — | May 5, 2011 | May 5, 2021 | Common Stock | 9 | 9 | D |
| Director Option (Right to Buy)F1,F5 | $2,908.50 | holding | — | — | — | May 9, 2012 | May 9, 2022 | Common Stock | 9 | 9 | D |
| Director Option (Right to Buy)F1,F5 | $924.00 | holding | — | — | — | May 8, 2013 | May 8, 2023 | Common Stock | 9 | 9 | D |
| Director Option (Right to Buy)F1,F5 | $1,932.00 | holding | — | — | — | May 7, 2014 | May 7, 2024 | Common Stock | 23 | 23 | D |
| Director Option (Right to Buy)F1,F5 | $1,176.00 | holding | — | — | — | May 6, 2015 | May 6, 2025 | Common Stock | 23 | 23 | D |
| Director Option (Right to Buy)F1,F6 | $1,176.00 | holding | — | — | — | Jun 6, 2015 | May 6, 2025 | Common Stock | 23 | 23 | D |
| Director Option (Right to Buy)F1,F5 | $52.50 | holding | — | — | — | May 4, 2016 | May 6, 2026 | Common Stock | 42 | 42 | D |
Explanation of responses
- F1On December 27, 2016, EnteroMedics Inc. effected a 1-for-70 reverse stock split of its issued and outstanding shares of common stock, par value $0.01 per share, resulting in a proportional decrease in the total shares of common stock beneficially owned by the reporting person, all previously reported exercise prices, option grants and similar instruments convertible into common stock were proportionally adjusted to reflect the reverse split.
- F2Represents 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.
- F3Represents 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.
- F425% 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.
- F525% 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.
- F6Option vests in successive installments of 1/12th per month beginning the date shown.
Remarks
EX 24: Goldfischer Power of Attorney Attached THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPERTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED.