SEC Form 4 · accession 0001144204-16-104886
PHASERX, INC. · PZRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Keith Crandell
10% Owner
Robert Nelsen
10% Owner
Clinton Bybee
10% Owner
Steven Gillis
Director · 10% Owner
Arch Venture Fund VII LP
10% Owner
ARCH Venture Partners VII, LLC
10% Owner
ARCH Venture Partners VII, L.P.
10% Owner
Period of report
May 23, 2016
Accepted (ET)
May 25, 2016 · 5:44 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 | May 23, 2016 | S | 484,903 | $0.01 | D | 2,049,378 | I | By ARCH Venture Fund VII, L.P. |
| Common StockF1,F2 | May 23, 2016 | S | 195,156 | $0.01 | D | 1,854,222 | I | By ARCH Venture Fund VII, L.P. |
| Common StockF2,F3 | May 23, 2016 | P | 1,000,000 | $5.00 | A | 2,854,222 | I | By ARCH Venture Fund VII, L.P. |
| Common Stock | holding | — | — | — | 10,048 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option(right to buy)F3 | $1.81 | May 23, 2016 | A | 9,385 | A | — | Feb 8, 2026 | Common Stock | 9,385 | 9,385 | D |
Explanation of responses
- F1Common stock held of record by ARCH Venture Fund VII, L.P. ("ARCH VII"). The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- F2The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH Partners VII, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- F3On February 8, 2016, the reporting person was granted an option to purchase shares of common stock. The option vests in 48 equal monthly installments commencing on June 23, 2016, which is one month from the date of the consummation of the Issuer's initial public offering, and subject to the reporting person's continued service to the Issuer.