SEC Form 4 · accession 0000899243-17-027028
X4 Pharmaceuticals, Inc · XFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NeoMed Innovation V L.P.
10% Owner
NeoMed Management (Jersey) Ltd
10% Owner
NeoMed Innovation V Ltd
10% Owner
Period of report
Nov 20, 2017
Accepted (ET)
Nov 20, 2017 · 6:15 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,F4 | Nov 20, 2017 | C | 246,682 | — | A | 246,682 | D | |
| Common StockF2,F4 | Nov 20, 2017 | C | 41,878 | — | A | 288,560 | D | |
| Common StockF3,F4 | Nov 20, 2017 | C | 279,079 | — | A | 567,639 | D | |
| Common StockF4 | Nov 20, 2017 | P | 300,000 | $10.00 | A | 867,639 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF4,F1 | — | Nov 20, 2017 | C | 552,487 | D | — | — | Common Stock | 246,682 | 0 | D |
| Series C Convertible Preferred StockF4,F2 | — | Nov 20, 2017 | C | 84,040 | D | — | — | Common Stock | 41,878 | 0 | D |
| Series D Convertible Preferred StockF4,F3 | — | Nov 20, 2017 | C | 952,497 | D | — | — | Common Stock | 279,079 | 0 | D |
Explanation of responses
- F1The 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.
- F2The 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.
- F3The 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.
- F4The reported securities are held of record by NeoMed Innovation V L.P. NeoMed Management (Jersey) Limited is the Investment Manager to NeoMed Innovation V L.P. NeoMed Innovation V Limited is the general partner of Neomed Innovation V L.P. By virtue of such relationships, NeoMed Management (Jersey) Limited and NeoMed Innovation V Limited may be deemed to have voting and investment power with respect to the shares held by NeoMed Innovation V L.P. Each of NeoMed Management (Jersey) Limited and NeoMed Innovation V Limited disclaims beneficial ownership of the shares held by NeoMed Innovation V L.P., except to the extent of its or his pecuniary interest therein, if any.