SEC Form 4 · accession 0000899243-17-026998
X4 Pharmaceuticals, Inc · XFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 StockF1,F2,F3 | Nov 20, 2017 | C | 18,848 | — | A | 18,848 | I | See Footnotes |
| Common StockF1,F4 | Nov 20, 2017 | C | 367 | — | A | 367 | I | See Footnote |
| Common StockF1,F5 | Nov 20, 2017 | C | 129 | — | A | 129 | I | See Footnote |
| Common StockF1,F6 | Nov 20, 2017 | C | 188 | — | A | 188 | I | See Footnote |
| Common StockF7,F2,F3 | Nov 20, 2017 | C | 243,385 | — | A | 262,233 | I | See Footnotes |
| Common StockF7,F4 | Nov 20, 2017 | C | 4,743 | — | A | 5,110 | I | See Footnote |
| Common StockF7,F5 | Nov 20, 2017 | C | 1,667 | — | A | 1,796 | I | See Footnote |
| Common StockF7,F6 | Nov 20, 2017 | C | 2,433 | — | A | 2,621 | I | See Footnote |
| Common StockF8,F2,F3 | Nov 20, 2017 | C | 317,376 | — | A | 579,609 | I | See Footnotes |
| Common StockF8,F4 | Nov 20, 2017 | C | 6,185 | — | A | 11,295 | I | See Footnote |
| Common StockF8,F5 | Nov 20, 2017 | C | 2,173 | — | A | 3,969 | I | See Footnote |
| Common StockF8,F6 | Nov 20, 2017 | C | 3,173 | — | A | 5,794 | I | See Footnote |
| Common StockF9,F2,F3 | Nov 20, 2017 | C | 110,312 | — | A | 689,921 | I | See Footnotes |
| Common StockF9,F4 | Nov 20, 2017 | C | 2,150 | — | A | 13,445 | I | See Footnote |
| Common StockF9,F5 | Nov 20, 2017 | C | 755 | — | A | 4,724 | I | See Footnote |
| Common StockF9,F6 | Nov 20, 2017 | C | 1,102 | — | A | 6,896 | I | See Footnote |
| Common StockF10,F2,F3 | Nov 20, 2017 | C | 631,041 | — | A | 1,320,962 | I | See Footnotes |
| Common StockF10,F4 | Nov 20, 2017 | C | 12,298 | — | A | 25,743 | I | See Footnote |
| Common StockF10,F5 | Nov 20, 2017 | C | 4,322 | — | A | 9,046 | I | See Footnote |
| Common StockF10,F6 | Nov 20, 2017 | C | 6,310 | — | A | 13,206 | I | See Footnote |
| Common StockF2,F3 | Nov 20, 2017 | P | 482,467 | $10.00 | A | 1,803,429 | I | See Footnotes |
| Common StockF4 | Nov 20, 2017 | P | 9,403 | $10.00 | A | 35,146 | I | See Footnote |
| Common StockF5 | Nov 20, 2017 | P | 3,305 | $10.00 | A | 12,351 | I | See Footnote |
| Common StockF6 | Nov 20, 2017 | P | 4,825 | $10.00 | A | 18,031 | 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-1 Convertible Preferred StockF2,F3,F1 | — | Nov 20, 2017 | C | 64,329 | D | — | — | Common Stock | 18,848 | 0 | I |
| Series A-1 Convertible Preferred StockF4,F1 | — | Nov 20, 2017 | C | 1,254 | D | — | — | Common Stock | 367 | 0 | I |
| Series A-1 Convertible Preferred StockF5,F1 | — | Nov 20, 2017 | C | 441 | D | — | — | Common Stock | 129 | 0 | I |
| Series A-1 Convertible Preferred StockF6,F1 | — | Nov 20, 2017 | C | 643 | D | — | — | Common Stock | 188 | 0 | I |
| Series A-2 Convertible Preferred StockF2,F3,F7 | — | Nov 20, 2017 | C | 680,130 | D | — | — | Common Stock | 243,385 | 0 | I |
| Series A-2 Convertible Preferred StockF4,F7 | — | Nov 20, 2017 | C | 13,256 | D | — | — | Common Stock | 4,743 | 0 | I |
| Series A-2 Convertible Preferred StockF5,F7 | — | Nov 20, 2017 | C | 4,659 | D | — | — | Common Stock | 1,667 | 0 | I |
| Series A-2 Convertible Preferred StockF6,F7 | — | Nov 20, 2017 | C | 6,801 | D | — | — | Common Stock | 2,433 | 0 | I |
| Series B Convertible Preferred StockF2,F3,F8 | — | Nov 20, 2017 | C | 710,817 | D | — | — | Common Stock | 317,376 | 0 | I |
| Series B Convertible Preferred StockF4,F8 | — | Nov 20, 2017 | C | 13,854 | D | — | — | Common Stock | 6,185 | 0 | I |
| Series B Convertible Preferred StockF5,F8 | — | Nov 20, 2017 | C | 4,869 | D | — | — | Common Stock | 2,173 | 0 | I |
| Series B Convertible Preferred StockF6,F8 | — | Nov 20, 2017 | C | 7,108 | D | — | — | Common Stock | 3,173 | 0 | I |
| Series C Convertible Preferred StockF2,F3,F9 | — | Nov 20, 2017 | C | 221,638 | D | — | — | Common Stock | 110,312 | 0 | I |
| Series C Convertible Preferred StockF4,F9 | — | Nov 20, 2017 | C | 4,315 | D | — | — | Common Stock | 2,150 | 0 | I |
| Series C Convertible Preferred StockF5,F9 | — | Nov 20, 2017 | C | 1,516 | D | — | — | Common Stock | 755 | 0 | I |
| Series C Convertible Preferred StockF6,F9 | — | Nov 20, 2017 | C | 2,213 | D | — | — | Common Stock | 1,102 | 0 | I |
| Series D Convertible Preferred StockF2,F3,F10 | — | Nov 20, 2017 | C | 2,153,746 | D | — | — | Common Stock | 631,041 | 0 | I |
| Series D Convertible Preferred StockF4,F10 | — | Nov 20, 2017 | C | 41,976 | D | — | — | Common Stock | 12,298 | 0 | I |
| Series D Convertible Preferred StockF5,F10 | — | Nov 20, 2017 | C | 14,752 | D | — | — | Common Stock | 4,322 | 0 | I |
| Series D Convertible Preferred StockF6,F10 | — | Nov 20, 2017 | C | 21,537 | D | — | — | Common Stock | 6,310 | 0 | 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.
- F10The 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.
- F2These shares are owned directly by Polaris Venture Partners V, L.P. ("Polaris V"), whose general partner is Polaris Venture Management Co. V, L.L.C. ("Polaris Management"). Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire"), who is a member of the Issuer's Board of Directors and whose beneficial ownership is reported on a separate Form 4, are the managing members of Polaris Management and may each be deemed to share voting and dispositive power with respect to the shares held by each of Polaris V, Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Polaris Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Polaris Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Polaris Special Founders' V", and together with Polaris V, Polaris Entrepreneurs' V and Polaris Founders' V, the "Polaris V Funds").
- F3(Continued from footnote 2) Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
- F4These shares are owned directly by Polaris Entrepreneurs' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
- F5These shares are owned directly by Polaris Founders' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
- F6These shares are owned directly by Polaris Special Founders' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and, may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
- F7The 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.
- F8The 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.
- F9The 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.