SEC Form 4 · accession 0001104659-15-049022
CATABASIS PHARMACEUTICALS INC · CATB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas Galakatos
Director · 10% Owner
Period of report
Jun 30, 2015
Accepted (ET)
Jun 30, 2015 · 6:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001454789
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 30, 2015 | C | 1,618,676 | — | A | 1,618,676 | I | See Footnotes |
| Common StockF1,F2,F3 | Jun 30, 2015 | C | 757,117 | — | A | 2,375,793 | I | See Footnotes |
| Common StockF2,F3 | Jun 30, 2015 | P | 376,695 | $12.00 | A | 2,752,488 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F3,F1 | — | Jun 30, 2015 | C | 20,800,000 | D | — | — | Common Stock | 1,618,676 | 0 | I |
| Series B Preferred StockF2,F3,F1 | — | Jun 30, 2015 | C | 9,728,971 | D | — | — | Common Stock | 757,117 | 0 | I |
| Stock Option (right to buy)F4 | $12.21 | Jun 30, 2015 | A | 11,094 | A | — | Jun 29, 2025 | Common Stock | 11,094 | 11,094 | D |
Explanation of responses
- F1The Series A and Series B Preferred Stock converted into Common Stock on a 1-for-12.85 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A and B Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- F2These shares are owned directly by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus.
- F3The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Dr. Galakatos, Denis Henner, Robert Liptak, Nicholas Simon, Michael Steinmetz and Kurt Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Dr. Galakatos disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.
- F4This option was granted on June 30, 2015 and vests over three years, with one-third of the shares vesting on each anniversary of the grant date until the third anniversary of the grant date.