SEC Form 4 · accession 0001104659-15-011685
Invitae Corp · NVTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Eric Aguiar
Director · 10% Owner
Thomas, McNerney & Partners II L.P.
10% Owner
TMP Associates II LP
10% Owner
TMP Nominee II, LLC
10% Owner
Thomas, McNerney & Partners II, LLC
10% Owner
Period of report
Feb 18, 2015
Accepted (ET)
Feb 18, 2015 · 5:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501134
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 18, 2015 | C | 3,732,460 | — | A | 3,732,460 | 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 Preferred StockF3,F2,F1 | — | Feb 18, 2015 | C | 11,363,636 | D | — | — | Common Stock | 1,893,939 | 0 | I |
| Series C Preferred StockF4,F2,F1 | — | Feb 18, 2015 | C | 5,263,155 | D | — | — | Common Stock | 877,194 | 0 | I |
| Series E Preferred StockF5,F2,F1 | — | Feb 18, 2015 | C | 3,267,973 | D | — | — | Common Stock | 544,662 | 0 | I |
| Series F Preferred StockF6,F2,F1 | — | Feb 18, 2015 | C | 2,500,000 | D | — | — | Common Stock | 416,665 | 0 | I |
Explanation of responses
- F1All shares of Preferred Stock converted upon the closing of the Issuer's initial public offering at a conversion ratio of one share of common stock for every six shares of preferred stock, for no additional consideration.
- F2Thomas, McNerney & Partners II, LLC ("TMP LLC'') is the general partner of each of Thomas, McNerney & Partners II, L.P. ("Thomas McNerney'') and TMP Associates II, L.P. ("TMP Associates''). Eric Aguiar is a manager of TMP LLC and has shared voting and investment control over the shares held by each of Thomas McNerney and TMP Associates, and indirectly shares investment control over the shares held by TMP Nominee II, LLC ("TMP Nominee''). Dr. Aguiar disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- F3Beneficial ownership consists of: 1,867,803 shares of common stock issuable upon conversion of Series A Preferred Stock held by Thomas McNerney, 6,629 shares of common stock issuable upon conversion of Series A Preferred Stock held by TMP Associates, and 19,507 shares of common stock issuable upon conversion of Series A Preferred Stock held by TMP Nominee.
- F4Beneficial ownership consists of : 865,087 shares of common stock issuable upon conversion of Series C Preferred Stock held by Thomas McNerney, 3,071 shares of common stock issuable upon conversion of Series C Preferred Stock held by TMP Associates, and 9,036 shares of common stock issuable upon conversion of Series C Preferred Stock held by TMP Nominee.
- F5Beneficial ownership consists of : 537,037 shares of common stock issuable upon conversion of Series E Preferred Stock held by Thomas McNerney, 2,015 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Associates, and 5,610 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Nominee.
- F6Beneficial ownership consists of : 413,041 shares of common stock issuable upon conversion of Series F Preferred Stock held by Thomas McNerney, 1,541 shares of common stock issuable upon conversion of Series F Preferred Stock held by TMP Associates, and 2,083 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Nominee.