SEC Form 4 · accession 0000315066-16-005625
PROTEOSTASIS THERAPEUTICS, INC. · PTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 17, 2016 | C | 925,051 | — | A | 1,318,932 | I | F-Prime Capital Partners Healthcare Fund II LP |
| Common StockF1 | Feb 17, 2016 | C | 183,880 | — | A | 1,502,812 | I | F-Prime Capital Partners Healthcare Fund II LP |
| Common Stock | Feb 17, 2016 | P | 375,000 | $8.00 | A | 1,877,812 | I | F-Prime Capital Partners Healthcare Fund II LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1 | — | Feb 17, 2016 | C | 10,000,000 | D | — | — | Common Stock | 925,051 | 0 | I |
| Series B Convertible Preferred StockF1 | — | Feb 17, 2016 | C | 1,987,782 | D | — | — | Common Stock | 183,880 | 0 | I |
Explanation of responses
- F1On February 17, 2016, in connection with the completion of the issuer's initial public offering, all shares of Convertible Preferred Stock converted into shares of Common Stock at a 10.8102-for-one conversion ratio.
- F2Includes 393,881 shares of Common Stock issued as payment of accrued dividends upon conversion of the Series A Convertible Preferred Stock on February 17, 2016.
Remarks
Remark 1: Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of Abigail P. Johnson is c/o FMR LLC, 245 Summer Street, Boston, MA 02110. Remark 2: The general partner of F-Prime Capital Partners Healthcare Fund II LP is F-Prime Capital Partners Healthcare Advisors Fund II LP. F-Prime Capital Partners Healthcare Advisors Fund II LP is solely managed by Impresa Management LLC, its general partner and investment manager. Impresa Management LLC is owned, directly or indirectly, by various shareholders and employees of FMR LLC, including certain members of the Johnson family. Exhibit List: Exhibit 24 - Powers of Attorney.