SEC Form 4 · accession 0001140361-16-053978
PROTEOSTASIS THERAPEUTICS, INC. · PTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
PERRIGO CORP LTD.
10% Owner
ELAN PHARMA INTERNATIONAL LTD.
10% Owner
PERRIGO HOLDINGS LTD.
10% Owner
PERRIGO SCIENCE ONE LTD.
10% Owner
PERRIGO Co plc
10% Owner
Period of report
Feb 10, 2016
Accepted (ET)
Feb 18, 2016 · 5:50 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,F3 | Feb 17, 2016 | C | 2,416,612 | — | A | 2,416,612 | I | See footnote |
| Common StockF2,F3 | Feb 17, 2016 | C | 366,455 | — | A | 2,783,067 | I | See footnote |
| Common StrockF4,F3 | Feb 17, 2016 | P | 125,000 | $8.00 | A | 2,908,067 | 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 StockF3,F1 | — | Feb 17, 2016 | C | 20,000,000 | D | — | — | Common Stock | 2,416,612 | 0 | I |
| Series B Convertible Redeemable Preferred StockF3,F2 | — | Feb 17, 2016 | C | 3,961,459 | D | — | — | Common Stock | 366,455 | 0 | I |
| Stock Option (Right to Buy)F6,F5 | $8.00 | Feb 10, 2016 | A | 45,760 | A | — | Feb 10, 2016 | Common Stock | 45,760 | 45,760 | I |
Explanation of responses
- F1The Series A Convertible Redeemable Preferred Stock (the "Series A Shares") automatically converted on a 10.8102-to-1 basis into the Issuer's Common Stock, together with the accrued but unpaid dividends, upon closing of the Issuer's initial public offering into 2,416,612 shares of the Issuer's Common Stock. The Series A Shares did not have an expiration date.
- F2The Series B Convertible Redeemable Preferred Stock (the "Series B Shares") automatically converted on a 10.8102-to-1 basis into the Issuer's Common Stock upon closing of the Issuer's initial public offering into 366,455 shares of the Issuer's Common Stock. The Series B Shares did not have an expiration date.
- F3Perrigo Science One Ltd. ("Science") (formerly Elan Science One Ltd.) is the direct owner of these securities. Science is a direct or indirect, wholly-owned subsidiary of each of the other reporting persons.
- F4These securities were purchased in connection with the initial public offering of the Issuer.
- F5These securities shall vest and become exercisable in equal quarterly installments starting on February 10, 2016 until the option is fully vested and exercisable on February 10, 2019, subject to continued service.
- F6Perrigo Company plc ("Perrigo") and the other reporting persons named herein may be deemed to beneficially own the 45,760 options granted to Mr. Walshe in his capacity as a director of Proteostasis Therapeutics, Inc. (the "Company"). Mr. Walshe has an understanding with Perrigo pursuant to which he holds such securities for the benefit of Perrigo.