SEC Form 4 · accession 0001638599-17-000737
Invitae Corp · NVTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
10% Owner
Felix Baker
10% Owner
BAKER BROS. ADVISORS LP
10% Owner
Baker Bros. Advisors (GP) LLC
10% Owner
Period of report
Jul 31, 2017
Accepted (ET)
Aug 2, 2017 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501134
Table I — non-derivative securities
No Table I lines on this filing.
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 PreferredF1,F3,F4,F2 | — | Jul 31, 2017 | P | 349,760 | A | Jul 31, 2017 | — | Common Stock | 349,760 | 349,760 | I |
| Series A Convertible PreferredF1,F3,F4,F2 | — | Jul 31, 2017 | P | 3,109,063 | A | Jul 31, 2017 | — | Common Stock | 3,109,063 | 3,109,063 | I |
Explanation of responses
- F1On July 31, 2017, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667 and 14159, L.P., the "Funds") purchased 349,760 and 3,109,063 shares of Series A Convertible Preferred Stock ("Convertible Preferred"), respectively, of Invitae Corporation (the "Issuer") at a price of $8.50 per share, pursuant to a private placement (the "Private Placement"). The Convertible Preferred is a common stock equivalent with no voting rights and converts into shares of common stock of the Issuer at a conversion price equal to $8.50 per share, subject to adjustment for events such as stock splits, stock dividends, reorganizations, recapitalizations and other events as provided for in the Certificate of Designation of the Convertible Preferred. The Private Placement is expected to close on August 3, 2017.
- F2The shares of Convertible Preferred do not expire.
- F3Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power over the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
- F4Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.