SEC Form 4 · accession 0000899243-16-013608
PROTEOSTASIS THERAPEUTICS, INC. · PTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
John W Littlechild
10% Owner
James H Cavanaugh
10% Owner
Harold R Werner
10% Owner
Christopher Mirabelli
Director · 10% Owner
Augustine Lawlor
10% Owner
HealthCare Ventures VIII, L.P.
10% Owner
HealthCare Partners VIII, L.P.
10% Owner
HealthCare Partners VIII, LLC
10% Owner
Period of report
Feb 17, 2016
Accepted (ET)
Feb 17, 2016 · 6:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001445283
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 | 1,774,295 | — | A | 1,774,295 | I | See Footnote |
| Common StockF3,F2 | Feb 17, 2016 | P | 375,000 | $8.00 | A | 2,149,295 | I | 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 A Convertible Redeemable Preferred StockF2,F4,F5 | — | Feb 17, 2016 | C | 11,600,000 | D | — | — | Common Stock | 1,559,707 | 0 | I |
| Series B Convertible Redeemable Preferred StockF2,F4 | — | Feb 17, 2016 | C | 2,319,750 | D | — | — | Common Stock | 214,588 | 0 | I |
| Series A Convertible Preferred Warrant (Right to Buy)F2 | $1.00 | Feb 17, 2016 | J | 160,000 | D | Jul 8, 2008 | Jul 8, 2018 | Series A Preferred Stock | 160,000 | 0 | I |
| Common Stock Warrant (Right to Buy)F2 | $10.8102 | Feb 17, 2016 | J | 14,800 | A | Jul 8, 2008 | Jul 8, 2018 | Common Stock | 14,800 | 14,800 | I |
Explanation of responses
- F1This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series A Convertible Redeemable Preferred Stock (the "Series A Shares"), the payment of accrued dividends on the Series A Shares and the conversion of the Issuer's Series B Convertible Redeemable Preferred Stock ( collectively, the "Preferred Shares").
- F2The securities are held of record by HealthCare Ventures VIII, L.P. ("HCVVIII"). HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII, LLC (the "LLC") is the General Partner of HCPVIII. Each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor are the managing directors of the LLC and exercise shared voting and investment power with respect to the shares owned by HCVVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. Dr. Mirabelli is also a director of the issuer.
- F3These securities were purchased in the initial public offering of the Issuer.
- F4The Preferred Shares automatically converted into Issuer Common Stock on a 10.8102-to-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Preferred Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
- F5These securities include shares of Issuer Common Stock received as payment for accrued dividends on the Series A Shares.
- F6This transaction represents a deemed disposition of warrants to purchase Series A Shares and a deemed acquisition of warrants to purchase shares of Issuer Common Stock on a 10.8102-to-1 basis, which occurred automatically upon the closing of the initial public offering of the Issuer without payment or further consideration. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrants.