SEC Form 3/A · accession 0001144204-16-104304
PHASERX, INC. · PZRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Reporting owners
Scott M Rocklage
10% Owner
John D Diekman
10% Owner
5AM Ventures II LP
10% Owner
5AM CO-INVESTORS II LP
10% Owner
5AM Partners II, LLC
10% Owner
Andrew J. Schwab
10% Owner
Richard J Ulevitch
Director · 10% Owner
Period of report
May 17, 2016
Accepted (ET)
May 23, 2016 · 7:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001429386
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | holding | — | — | — | 1,243,242 | I | By 5AM Ventures II, LP | |
| Common StockF1,F4,F3 | holding | — | — | — | 49,057 | I | By 5AM Co-Investors II, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects a 1-for-10.656096 reverse stock split effected on May 17, 2016.
- F2These shares were reported on the reporting person's original Form 3 as 1,201,390 shares of common stock. These shares have been (i) decreased to reflect the withholding of shares due to cashless exercise of warrants and (ii) increased to reflect an adjustment in the applicable conversion price of certain convertible promissory notes to correct an error in the previously applied conversion price, each of which occurred prior to the reporting person's obligation to file a Form 3.
- F35AM Partners II LLC is the general partner of each of 5AM Ventures II, LP and 5AM Co-Investors II, LP ("5AM Ventures"). Andrew J. Schwab, John Diekman and Scott M. Rocklage are the managing members of 5AM Partners II LLC and are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own shares held by 5AM Ventures. Dr. Ulevitch is a member of and owns an interest in 5AM Partners II LLC. Accordingly, Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch may be deemed to beneficially own the securities held by 5AM Ventures. Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch each disclaims beneficial ownership of these securities and this disclosure shall not be deemed an admission that Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose.
- F4These shares were reported on the reporting person's original Form 3 as 47,406 shares of common stock. These shares have been (i) decreased to reflect the withholding of shares due to cashless exercise of warrants and (ii) increased to reflect an adjustment in the applicable conversion price of certain convertible promissory notes to correct an error in the previously applied conversion price, each of which occurred prior to the reporting person's obligation to file a Form 3.