SEC Form 4 · accession 0000921895-16-005018
Cascadian Therapeutics, Inc. · CASC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BIOTECHNOLOGY VALUE FUND L P
10% Owner
BVF PARTNERS L P/IL
10% Owner
Inc/il Bvf
10% Owner
BIOTECHNOLOGY VALUE FUND II LP
10% Owner
Mark N Lampert
Director · 10% Owner
BVF Partners OS Ltd.
10% Owner
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 7:35 pm EDT
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 StockF1,F2 | holding | — | — | — | 4,748,420 | D | ||
| Common StockF1,F3 | holding | — | — | — | 3,043,027 | D | ||
| Common StockF1,F4 | holding | — | — | — | 742,489 | D | ||
| Common StockF1,F5 | holding | — | — | — | 10,265,432 | I | Please see footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF2,F9,F7 | $0.80 | Jun 23, 2016 | A | 5,505 | A | — | — | Common Stock | 5,505,000 | 5,505 | D |
| Series D Convertible Preferred StockF3,F9,F7 | $0.80 | Jun 23, 2016 | A | 4,519 | A | — | — | Common Stock | 4,519,000 | 4,519 | D |
| Series D Convertible Preferred StockF4,F9,F7 | $0.80 | Jun 23, 2016 | A | 1,029 | A | — | — | Common Stock | 1,029,000 | 1,029 | D |
| Series D Convertible Preferred StockF5,F9,F7 | $0.80 | Jun 23, 2016 | A | 6,197 | A | — | — | Common Stock | 6,197,000 | 6,197 | I |
| WarrantsF2,F6 | $5.00 | holding | — | — | — | — | — | Common Stock | 2,288,698 | 2,288,698 | D |
| WarrantsF3,F6 | $5.00 | holding | — | — | — | — | — | Common Stock | 1,223,484 | 1,223,484 | D |
| WarrantsF5,F6 | $5.00 | holding | — | — | — | — | — | Common Stock | 1,487,818 | 1,487,818 | I |
| Series C Convertible Preferred StockF2,F9,F7 | $1.48 | holding | — | — | — | — | — | Common Stock | 3,040,000 | 3,040 | D |
| Series C Convertible Preferred StockF3,F9,F7 | $1.48 | holding | — | — | — | — | — | Common Stock | 1,640,000 | 1,640 | D |
| Series C Convertible Preferred StockF4,F9,F7 | $1.48 | holding | — | — | — | — | — | Common Stock | 1,240,000 | 1,240 | D |
| Series C Convertible Preferred StockF5,F9,F7 | $1.48 | holding | — | — | — | — | — | Common Stock | 1,580,000 | 1,580 | I |
| Series B Convertible Preferred StockF2,F9,F8 | $1.50 | holding | — | — | — | — | — | Common Stock | 2,600,000 | 2,600 | D |
| Series B Convertible Preferred StockF3,F9,F8 | $1.50 | holding | — | — | — | — | — | Common Stock | 1,400,000 | 1,400 | D |
| Series B Convertible Preferred StockF5,F9,F8 | $1.50 | holding | — | — | — | — | — | Common Stock | 1,333,000 | 1,333 | I |
| Series A Convertible Preferred StockF2,F9,F8 | $2.00 | holding | — | — | — | — | — | Common Stock | 1,157,000 | 1,157 | D |
| Series A Convertible Preferred StockF3,F9,F8 | $2.00 | holding | — | — | — | — | — | Common Stock | 598,000 | 598 | D |
| Series A Convertible Preferred StockF4,F9,F8 | $2.00 | holding | — | — | — | — | — | Common Stock | 322,000 | 322 | D |
| Series A Convertible Preferred StockF5,F9,F8 | $2.00 | holding | — | — | — | — | — | Common Stock | 423,000 | 423 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), 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 more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2Securities 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.
- F3Securities 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.
- F4Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
- F5Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts may be deemed to beneficially own the securities held by the Partners Managed Accounts.
- F6The Warrants are currently exercisable, for $5.00 per share, subject to adjustment pursuant to the terms of the Warrants and expire on December 5, 2018. The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended ("Section 13(d)"), more than 9.999% of the shares of Common Stock outstanding immediately after giving effect to such exercise, subject to increase or decrease to the ownership limitation as set forth in the Warrants, but in no event in excess of 19.999% of the Shares outstanding.
- F7The Series D Convertible Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 19.99% of the Shares outstanding immediately after giving effect to such conversion. The Series C Convertible Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 9.99% of the Shares outstanding immediately after giving effect to such conversion. Neither the Series D Convertible Preferred Stock or Series C Convertible Preferred Stock has an expiration date.
- F8The Series B Convertible Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 4.99% of the Shares outstanding immediately after giving effect to such conversion. The Series A Convertible Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 4.99% of the Shares outstanding immediately after giving effect to such conversion. Neither the Series B Convertible Preferred Stock or Series A Convertible Preferred Stock has an expiration date.
- F9$.80, subject to adjustment pursuant to the terms of the Series D Convertible Preferred Stock. $1.48, subject to adjustment pursuant to the terms of the Series C Convertible Preferred Stock. $1.50, subject to adjustment pursuant to the terms of the Series B Convertible Preferred Stock. $2.00, subject to adjustment pursuant to the terms of the Series A Convertible Preferred Stock.