SEC Form 4 · accession 0000899243-15-006808
CytomX Therapeutics, Inc. · CTMX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 14, 2015
Accepted (ET)
Oct 16, 2015 · 1:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501989
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F2 | Oct 14, 2015 | C | 4,884,755 | — | A | 4,884,755 | 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 B-1 Redeemable Convertible Preferred StockF1,F2 | — | Oct 14, 2015 | C | 3,566,337 | D | — | — | Common Stock | 3,566,337 | 0 | I |
| Series C Redeemable Convertible Preferred StockF3,F2 | — | Oct 14, 2015 | C | 1,318,418 | D | — | — | Common Stock | 1,318,418 | 0 | I |
Explanation of responses
- F1Immediately prior to the issuer's initial public offering ("IPO") on October 14, 2015, each share of the issuer's Series B-1 convertible preferred stock, which has no expiration date, automatically converted into one (1) share of the issuer's Common Stock, for no additional consideration.
- F2The shares are held directly by Canaan IX L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners IX LLC ("Canaan IX", and together with the Canaan Fund, the "Canaan Entities"), and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Timothy Shannon, a non-managing member of Canaan IX, serves as representative of the Canaan Entities on the issuer's board of directors. Canaan IX disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of its pecuniary interest therein, if any.
- F3Immediately prior to the issuer's IPO on October 14, 2015, each share of the issuer's Series C convertible preferred stock, which has no expiration date, automatically converted into one (1) share of the issuer's Common Stock, for no additional consideration.
Remarks
EXHIBIT 99 Joint Filer Information filed herewith and Exhibit 24-Power of Attorney (incorporated herein by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 by the Reporting Persons on October 7, 2015).