SEC Form 4 · accession 0000899243-17-027103
X4 Pharmaceuticals, Inc · XFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Frank Muhlenbeck
10% Owner
Stefan Herr
10% Owner
Jan Adams
10% Owner
EMBL Ventures Verwaltungs GmbH
10% Owner
Period of report
Nov 20, 2017
Accepted (ET)
Nov 20, 2017 · 9:56 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,F3 | Nov 20, 2017 | C | 103,278 | — | A | 103,278 | D | |
| Common StockF2,F3 | Nov 20, 2017 | C | 247,176 | — | A | 350,454 | D | |
| Common StockF3 | Nov 20, 2017 | P | 20,000 | $10.00 | A | 370,454 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF3,F1 | — | Nov 20, 2017 | C | 207,253 | D | — | — | Common Stock | 103,278 | 0 | D |
| Series D Convertible Preferred StockF3,F2 | — | Nov 20, 2017 | C | 843,613 | D | — | — | Common Stock | 247,176 | 0 | D |
Explanation of responses
- F1The 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.
- F2The 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.
- F3The reported securities are held of record by EMBL Technology Fund II GmbH & Co. KG ("EMBL"). EMBL Ventures Verwaltungs GmbH is the general partner of EMBL. Dr. Jan Adams, Dr. Frank Muhlenbeck and Dr. Stefan Herr are the Managing Directors of EMBL Ventures Verwaltungs GmbH. By virtue of such relationships, EMBL Ventures Verwaltungs GmbH, Dr. Adams, Dr. Frank Muhlenbeck and Dr. Herr may be deemed to have voting and investment power with respect to the securities held by EMBL. Each of EMBL Ventures Verwaltungs GmbH, Dr. Adams, Dr. Frank Muhlenbeck and Dr. Herr 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.