SEC Form 4 · accession 0000899243-16-013610
PROTEOSTASIS THERAPEUTICS, INC. · PTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 17, 2016
Accepted (ET)
Feb 17, 2016 · 6:47 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 | 1,498,791 | — | A | 1,498,791 | D | |
| Common StockF3,F2 | Feb 17, 2016 | P | 375,000 | $8.00 | A | 1,873,791 | D |
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 | 10,000,000 | D | — | — | Common Stock | 1,318,932 | 0 | D |
| Series B Convertible Redeemable Preferred StockF2,F4 | — | Feb 17, 2016 | C | 1,944,315 | D | — | — | Common Stock | 179,859 | 0 | D |
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 (the "Series B Shares", collectively, the "Preferred Shares").
- F2These securities are held directly by Novartis Bioventures Ltd. ("Novartis Bioventures"). Novartis Bioventures is a corporation organized under the laws of Bermuda and is an indirect wholly-owned subsidiary of Novartis AG. Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.
- F3These securities were purchased in connection with 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.