SEC Form 4 · accession 0000899243-17-026997

X4 Pharmaceuticals, Inc · XFOR

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

Reporting owner

Michael Jay Ross

Director · 10% Owner

Period of report

Nov 20, 2017

Accepted (ET)

Nov 20, 2017 · 5:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001501697

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F6	Nov 20, 2017	C	19,128	—	A	19,128	I	See Footnote
Common Stock^F1,F7	Nov 20, 2017	C	404	—	A	19,532	I	See Footnote
Common Stock^F2,F6	Nov 20, 2017	C	247,010	—	A	266,542	I	See Footnote
Common Stock^F2,F7	Nov 20, 2017	C	5,219	—	A	271,761	I	See Footnote
Common Stock^F3,F6	Nov 20, 2017	C	322,102	—	A	593,863	I	See Footnote
Common Stock^F3,F7	Nov 20, 2017	C	6,806	—	A	600,669	I	See Footnote
Common Stock^F4,F6	Nov 20, 2017	C	111,955	—	A	712,624	I	See Footnote
Common Stock^F4,F7	Nov 20, 2017	C	2,365	—	A	714,989	I	See Footnote
Common Stock^F5,F6	Nov 20, 2017	C	202,915	—	A	917,904	I	See Footnote
Common Stock^F5,F7	Nov 20, 2017	C	4,288	—	A	922,192	I	See Footnote
Common Stock^F5,F8	Nov 20, 2017	C	431,980	—	A	1,354,172	I	See Footnote
Common Stock^F5,F9	Nov 20, 2017	C	14,789	—	A	1,368,961	I	See Footnote
Common Stock^F8	Nov 20, 2017	P	483,448	$10.00	A	1,852,409	I	See Footnote
Common Stock^F9	Nov 20, 2017	P	16,552	$10.00	A	1,868,961	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Convertible Preferred Stock^F6,F1	—	Nov 20, 2017	C	65,287	D	—	—	Common Stock	19,128	I
Series A-1 Convertible Preferred Stock^F7,F1	—	Nov 20, 2017	C	1,380	D	—	—	Common Stock	404	I
Series A-2 Convertible Preferred Stock^F6,F2	—	Nov 20, 2017	C	690,259	D	—	—	Common Stock	247,010	I
Series A-2 Convertible Preferred Stock^F7,F2	—	Nov 20, 2017	C	14,587	D	—	—	Common Stock	5,219	I
Series B Convertible Preferred Stock^F6,F3	—	Nov 20, 2017	C	721,402	D	—	—	Common Stock	322,102	I
Series B Convertible Preferred Stock^F7,F3	—	Nov 20, 2017	C	15,246	D	—	—	Common Stock	6,806	I
Series C Convertible Preferred Stock^F6,F4	—	Nov 20, 2017	C	224,665	D	—	—	Common Stock	111,955	I
Series C Convertible Preferred Stock^F9,F4	—	Nov 20, 2017	C	4,747	D	—	—	Common Stock	2,365	I
Series D Convertible Preferred Stock^F6,F5	—	Nov 20, 2017	C	692,552	D	—	—	Common Stock	202,915	I
Series D Convertible Preferred Stock^F7,F5	—	Nov 20, 2017	C	14,635	D	—	—	Common Stock	4,288	I
Series D Convertible Preferred Stock^F8,F5	—	Nov 20, 2017	C	1,474,348	D	—	—	Common Stock	431,980	I
Series D Convertible Preferred Stock^F9,F5	—	Nov 20, 2017	C	50,477	D	—	—	Common Stock	14,789	I

Explanation of responses

F1The Series A-1 Convertible Preferred Stock converted into Common Stock on a 0.29300-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-1 Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
F2The Series A-2 Convertible Preferred Stock converted into Common Stock on a 0.35785-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-2 Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
F3The Series B Convertible Preferred Stock converted into Common Stock on a 0.44650-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
F4The Series C Convertible Preferred Stock converted into Common Stock on a 0.49832-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
F5The Series D Convertible Preferred Stock converted into Common Stock on a 0.29300-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series D Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.
F6These shares are owned directly by SV Life Sciences Fund V, L.P. ("SVLS V LP"). SV Life Sciences Fund V (GP), LP ("SVLS V GP") is the general partner of SVLS V LP. The general partner of SVLS V GP is SVLSF V, LLC. The reporting person, a member of the investment committee of SVLSF V, LLC, may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F7These shares are owned directly by SV Life Sciences Fund V Strategic Partners, L.P. ("SVLS V SPP"). SVLS V GP is the general partner of SVLS V SPP. The general partner of SVLS V GP is SVLSF V, LLC. The reporting person, a member of the investment committee of SVLSF V, LLC, may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F8These shares are owned directly by SV Life Sciences Fund VI, L.P. ("SVLS VI LP"). SV Life Sciences Fund VI (GP), LP ("SVLS VI GP") is the general partner of SVLS VI LP. The general partner of SVLS VI GP is SVLSF VI, LLC. The reporting person, a member of the investment committee of SVLSF VI, LLC, may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F9These shares are owned directly by SV Life Sciences Fund VI Strategic Partners, L.P. ("SVLS VI SPP"). SVLS VI GP is the general partner of SVLS VI SPP. The general partner of SVLS VI GP is SVLSF VI, LLC. The reporting person, a member of the investment committee of SVLSF VI, LLC, may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.