SEC Form 4 · accession 0001104659-17-073158
Quanterix Corp · QTRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Noubar Afeyan
10% Owner
Edwin M Kania Jr.
10% Owner
Flagship Ventures Fund 2004 L P
10% Owner
Period of report
Dec 11, 2017
Accepted (ET)
Dec 13, 2017 · 4:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001503274
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 11, 2017 | C | 398,257 | — | A | 398,257 | D | |
| Common StockF1,F2 | Dec 11, 2017 | C | 1,045,426 | — | A | 1,443,683 | D | |
| Common StockF1,F2 | Dec 11, 2017 | C | 477,042 | — | A | 1,920,725 | D | |
| Common StockF1,F2 | Dec 11, 2017 | C | 109,770 | — | A | 2,030,495 | 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 Preferred StockF1,F2,F3,F4 | — | Dec 11, 2017 | C | 1,280,000 | D | — | — | Common Stock | 398,257 | 0 | D |
| Series A-2 Preferred StockF1,F2,F3,F4 | — | Dec 11, 2017 | C | 3,360,000 | D | — | — | Common Stock | 1,045,426 | 0 | D |
| Series B Preferred StockF1,F2,F3,F4 | — | Dec 11, 2017 | C | 1,533,214 | D | — | — | Common Stock | 477,042 | 0 | D |
| Series C Preferred StockF1,F2,F3,F4 | — | Dec 11, 2017 | C | 352,800 | D | — | — | Common Stock | 109,770 | 0 | D |
Explanation of responses
- F1The shares of preferred stock automatically converted into common stock immediately prior to the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of preferred stock automatically converted on a 1-for-3.214 basis and such conversion rate is reflected in the amount of common stock underlying the security.
- F2Held by Flagship Ventures Fund 2004, L.P. Flagship Ventures General Partner LLC (the "GP") is the General Partner of Flagship Ventures Fund 2004, L.P. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the Managers of the GP. The GP, Dr. Afeyan and Mr. Kania may be deemed to possess voting and investment control over all shares held by Flagship Ventures Fund 2004, L.P. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
- F3These shares were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election.
- F4Not applicable.