SEC Form 4 · accession 0001209191-16-099507

PROTEOSTASIS THERAPEUTICS, INC. · PTI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

M James Barrett

Director · 10% Owner

Period of report

Feb 17, 2016

Accepted (ET)

Feb 17, 2016 · 7:07 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 Stock^F1,F2	Feb 17, 2016	C	2,192,748	—	A	2,192,748	I	See Note 2
Common Stock^F3,F2	Feb 17, 2016	P	900,324	$8.00	A	3,093,072	I	See Note 2

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 Stock^F2,F4,F5	—	Feb 17, 2016	C	13,848,000	D	—	—	Common Stock	1,783,531	0	I
Series B Convertible Redeemable Preferred Stock^F2,F4	—	Feb 17, 2016	C	4,423,723	D	—	—	Common Stock	409,217	0	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 Reporting Person is a manager of NEA 12 GP, LLC, ("NEA 12 GP") which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 12 in which the Reporting Person has 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.