SEC Form 4 · accession 0000899243-17-027003
X4 Pharmaceuticals, Inc · XFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Capital GP IV LLC
10% Owner
Period of report
Nov 20, 2017
Accepted (ET)
Nov 20, 2017 · 5:32 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,F6,F7 | Nov 20, 2017 | C | 19,533 | — | A | 19,533 | I | See Footnotes |
| Common StockF2,F6,F7 | Nov 20, 2017 | C | 252,230 | — | A | 271,763 | I | See Footnotes |
| Common StockF3,F6,F7 | Nov 20, 2017 | C | 328,909 | — | A | 600,672 | I | See Footnotes |
| Common StockF4,F6,F7 | Nov 20, 2017 | C | 114,320 | — | A | 714,992 | I | See Footnotes |
| Common StockF5,F6,F7 | Nov 20, 2017 | C | 653,974 | — | A | 1,368,966 | I | See Footnotes |
| Common StockF6,F7 | Nov 20, 2017 | C | 500,000 | $10.00 | A | 1,868,966 | 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-1 Convertible Preferred StockF6,F7,F1 | — | Nov 20, 2017 | C | 66,667 | D | — | — | Common Stock | 19,533 | 0 | I |
| Series A-2 Convertible Preferred StockF6,F7,F2 | — | Nov 20, 2017 | C | 704,846 | D | — | — | Common Stock | 252,230 | 0 | I |
| Series B Convertible Preferred StockF6,F7,F3 | — | Nov 20, 2017 | C | 736,648 | D | — | — | Common Stock | 328,909 | 0 | I |
| Series C Convertible Preferred StockF6,F7,F4 | — | Nov 20, 2017 | C | 229,412 | D | — | — | Common Stock | 114,320 | 0 | I |
| Series D Convertible Preferred StockF6,F7,F5 | — | Nov 20, 2017 | C | 2,232,014 | D | — | — | Common Stock | 653,974 | 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.
- 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.
- F6The reported securities are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the sole general partner of OPI IV, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and owner of a controlling interest in, Advisors. By virtue of such relationships, GP IV, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI IV. The Reporting Persons have designated a representative, currently Carl Gordon, a member of Advisors, to serve on the Issuer's board of directors.
- F7This report on Form 4 is jointly filed by GP IV, Advisors and Isaly. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.