SEC Form 4 · accession 0000899243-17-027009
X4 Pharmaceuticals, Inc · XFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SV LIFE SCIENCES FUND V LP
10% Owner
SV Life Sciences Fund VI, L.P.
10% Owner
SVLSF V, LLC
10% Owner
Period of report
Nov 20, 2017
Accepted (ET)
Nov 20, 2017 · 5:37 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 | Nov 20, 2017 | C | 19,128 | — | A | 19,128 | D | |
| Common StockF1,F7 | Nov 20, 2017 | C | 404 | — | A | 19,532 | D | |
| Common StockF2,F6 | Nov 20, 2017 | C | 247,010 | — | A | 266,542 | D | |
| Common StockF2,F7 | Nov 20, 2017 | C | 5,219 | — | A | 271,761 | D | |
| Common StockF3,F6 | Nov 20, 2017 | C | 322,102 | — | A | 593,863 | D | |
| Common StockF3,F7 | Nov 20, 2017 | C | 6,806 | — | A | 600,669 | D | |
| Common StockF4,F6 | Nov 20, 2017 | C | 111,955 | — | A | 712,624 | D | |
| Common StockF4,F7 | Nov 20, 2017 | C | 2,365 | — | A | 714,989 | D | |
| Common StockF5,F6 | Nov 20, 2017 | C | 202,915 | — | A | 917,904 | D | |
| Common StockF5,F7 | Nov 20, 2017 | C | 4,288 | — | A | 922,192 | D | |
| Common StockF5,F8 | Nov 20, 2017 | C | 431,980 | — | A | 1,354,172 | D | |
| Common StockF5,F9 | Nov 20, 2017 | C | 14,789 | — | A | 1,368,961 | D | |
| Common StockF8 | Nov 20, 2017 | P | 483,448 | $10.00 | A | 1,852,409 | D | |
| Common StockF9 | Nov 20, 2017 | P | 16,552 | $10.00 | A | 1,868,961 | D |
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,F1 | — | Nov 20, 2017 | C | 65,287 | D | — | — | Common Stock | 19,128 | 0 | D |
| Series A-1 Convertible Preferred StockF7,F1 | — | Nov 20, 2017 | C | 1,380 | D | — | — | Common Stock | 404 | 0 | D |
| Series A-2 Convertible Preferred StockF6,F2 | — | Nov 20, 2017 | C | 690,259 | D | — | — | Common Stock | 247,010 | 0 | D |
| Series A-2 Convertible Preferred StockF7,F2 | — | Nov 20, 2017 | C | 14,587 | D | — | — | Common Stock | 5,219 | 0 | D |
| Series B Convertible Preferred StockF6,F3 | — | Nov 20, 2017 | C | 721,402 | D | — | — | Common Stock | 322,102 | 0 | D |
| Series B Convertible Preferred StockF7,F3 | — | Nov 20, 2017 | C | 15,246 | D | — | — | Common Stock | 6,806 | 0 | D |
| Series C Convertible Preferred StockF6,F4 | — | Nov 20, 2017 | C | 224,665 | D | — | — | Common Stock | 111,955 | 0 | D |
| Series C Convertible Preferred StockF7,F4 | — | Nov 20, 2017 | C | 4,747 | D | — | — | Common Stock | 2,365 | 0 | D |
| Series D Convertible Preferred StockF6,F5 | — | Nov 20, 2017 | C | 692,552 | D | — | — | Common Stock | 202,915 | 0 | D |
| Series D Convertible Preferred StockF7,F5 | — | Nov 20, 2017 | C | 14,635 | D | — | — | Common Stock | 4,288 | 0 | D |
| Series D Convertible Preferred StockF8,F5 | — | Nov 20, 2017 | C | 1,474,348 | D | — | — | Common Stock | 431,980 | 0 | D |
| Series D Convertible Preferred StockF9,F5 | — | Nov 20, 2017 | C | 50,477 | D | — | — | Common Stock | 14,789 | 0 | D |
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. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their 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. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V SPP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their 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. Kate Bingham, James Garvey, Eugene D. Hill, III, Paul LaViolette, Thomas Flynn and Michael Ross are members of the investment committee of SVLSF VI, LLC. SVLS VI GP, SVLSF VI, LLC and each of the individuals comprising the SVLSF VI, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS VI LP. Each of SVLS VI GP, SVLSF VI, LLC and the individual members of the SVLSF VI, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their 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. Kate Bingham, James Garvey, Eugene D. Hill, III, Paul LaViolette, Thomas Flynn, and Michael Ross are members of the investment committee of SVLSF VI, LLC. SVLS VI GP, SVLSF VI, LLC and each of the individuals comprising the SVLSF VI, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS VI SPP. Each of SVLS VI GP, SVLSF VI, LLC and the individual members of the SVLSF VI, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.