SEC Form 4 · accession 0000921895-15-000229
Cascadian Therapeutics, Inc. · CASC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 5, 2015
Accepted (ET)
Feb 9, 2015 · 6:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001412067
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 par valueF1,F4,F5,F2 | Feb 5, 2015 | J | 2,600,000 | — | D | 3,762,683 | I | By Biotechnology Value Fund, L.P. |
| Common Stock, $0.0001 par valueF1,F4,F5,F3 | Feb 5, 2015 | J | 1,400,000 | — | D | 1,898,293 | I | By Biotechnology Value Fund II, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock, $0.0001 per shareF6,F4,F5,F2 | $1.50 | Feb 5, 2015 | J | 2,600 | A | Feb 5, 2015 | — | Common Stock, $0.0001 par value | 2,600,000 | 2,600 | I |
| Preferred Stock, $0.0001 per shareF6,F4,F5,F3 | $1.50 | Feb 5, 2015 | J | 1,400 | A | Feb 5, 2015 | — | Common Stock, $0.0001 par value | 1,400,000 | 1,400 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert. (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns less than 10% of the Issuer's outstanding shares of Common Stock and is no longer subject to Section 16 following the reporting of the transactions herein. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2Represents securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc., may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
- F3Represents securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc., may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
- F4This Form 4 is filed in connection with the exchange by the Reporting Persons of a total of 4,000,000 shares of Common Stock for a total of 4,000 shares of Series B Convertible Preferred Stock (the "Preferred Stock"). Pursuant to the terms of the Preferred Stock, the Reporting Persons have the right to convert the Preferred Stock into 4,000,000 shares of Common Stock at a conversion price of $1.50 per share of underlying Common Stock, subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting the Issuer's Common Stock (as adjusted, the "Conversion Price");
- F5(continued from the previous footnote 4) provided, however, that the Preferred Stock cannot be converted by the exchanging stockholders if, after giving effect thereto, the exchanging stockholders would beneficially own more than 4.99% of the issued and outstanding Common Stock, calculated as provided in the Certificate of Designation establishing the Preferred Stock. However, the Reporting Persons may amend the limitation to no more than 19.99% by providing notice to the Issuer (the "Beneficial Ownership Conversion Limit").
- F6Represents shares of Preferred Stock (defined above), with a stated value of $1,500 per share (the "Stated Value"). Shares of Preferred Stock are convertible into Common Stock at a ratio determined by dividing the Stated Value by the Conversion Price. The Preferred Stock has no expiration date. The holders of the Preferred Stock will not have the right to vote on any matter except to the extent required by Delaware law.