SEC Form 4 · accession 0001104659-16-130147
SELECTA BIOSCIENCES INC · SELB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 27, 2016
Accepted (ET)
Jun 29, 2016 · 4:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001453687
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3 | Jun 27, 2016 | C | 637,790 | $0.00 | A | 660,957 | I | See Footnote |
| Common StockF1,F2,F3 | Jun 27, 2016 | P | 385,000 | $14.00 | A | 1,045,957 | 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 B Convertible Preferred StockF1,F3,F4 | — | Jun 27, 2016 | C | 315,729 | D | — | — | Common Stock | 315,729 | 0 | I |
| Series C Convertible Preferred StockF1,F3,F4 | — | Jun 27, 2016 | C | 94,183 | D | — | — | Common Stock | 94,183 | 0 | I |
| Series D Convertible Preferred StockF1,F3,F4 | — | Jun 27, 2016 | C | 83,596 | D | — | — | Common Stock | 83,596 | 0 | I |
| Series E Convertible Preferred StockF1,F3,F4,F5 | — | Jun 27, 2016 | C | 93,078 | D | — | — | Common Stock | 144,282 | 0 | I |
Explanation of responses
- F1Held by NanoDimension L.P. ("ND LP).
- F2Consists of 660,957 shares held by ND LP, 350,000 shares held by NanoDimension L.P. II ("NDLP2") and 35,000 shares held by NanoDimension Management Limited ("ND GP").
- F3ND GP serves as the general partner of ND LP and possesses the power to direct the voting and disposition of the shares owned by ND LP and may be deemed to have indirect beneficial ownership of the shares held by ND LP. NanoDimension II Mangement Limited ("NDGP2") serves as the general partner of NDLP2 and possesses the power to direct the voting and disposition of the shares owned by NDLP2 and may be deemed to have indirect beneficial ownership of the shares held by NDLP2. ND GP and NDGP2 disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND GP and NDGP2 and share voting and dispositive power over the shares held by ND LP and NDLP2. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein.
- F4The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock automatically converted into common stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.
- F5The Series E Convertible Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series E Convertible Preferred Stock automatically converted into common stock on an approximately 1-for-1.550115 basis upon the closing of the Issuer's initial public offering.