SEC Form 4 · accession 0001209191-16-099506
PROTEOSTASIS THERAPEUTICS, INC. · PTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Peter J Barris
10% Owner
Patrick J Kerins
10% Owner
Scott D Sandell
10% Owner
Krishna Kittu Kolluri
10% Owner
Forest Baskett
10% Owner
NEA 12 GP, LLC
10% Owner
NEA Partners 12, Limited Partnership
10% Owner
Period of report
Feb 17, 2016
Accepted (ET)
Feb 17, 2016 · 7:05 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 | 2,192,748 | — | A | 2,192,748 | D | |
| Common StockF3,F2 | Feb 17, 2016 | P | 900,324 | $8.00 | A | 3,093,072 | 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 | 13,848,000 | D | — | — | Common Stock | 1,783,531 | 0 | D |
| Series B Convertible Redeemable Preferred StockF2,F4 | — | Feb 17, 2016 | C | 4,423,723 | D | — | — | Common Stock | 409,217 | 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 ( collectively, the "Preferred Shares").
- F2The shares are directly held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "NEA 12 Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins, Krishna "Kittu" Kolluri, and Scott D. Sandell. The NEA 12 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 12 shares in which the NEA 12 Indirect Reporting Persons have no pecuniary interest.
- 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.