SEC Form 4 · accession 0001209191-16-126260
Clearside Biomedical, Inc. · CLSD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clay Thorp
Director · 10% Owner
Period of report
Jun 7, 2016
Accepted (ET)
Jun 7, 2016 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001539029
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jun 7, 2016 | C | 3,321,785 | — | A | 3,433,833 | I | See Footnotes |
| Common StockF3,F4 | Jun 7, 2016 | X | 43,410 | $0.022 | A | 3,477,243 | I | See Footnotes |
| Common StockF3,F4 | Jun 7, 2016 | S | 138 | $7.00 | D | 3,477,105 | I | See Footnotes |
| Common StockF3,F4 | Jun 7, 2016 | P | 785,714 | $7.00 | A | 4,262,819 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF3,F4,F2 | — | Jun 7, 2016 | C | 4,071,815 | D | — | — | Common Stock | 1,850,823 | 0 | I |
| Series A-1 Preferred StockF3,F4,F2 | — | Jun 7, 2016 | C | 1,654,531 | D | — | — | Common Stock | 752,058 | 0 | I |
| Series B Preferred StockF3,F4,F2 | — | Jun 7, 2016 | C | 865,881 | D | — | — | Common Stock | 393,581 | 0 | I |
| Series C Preferred StockF3,F4,F2 | — | Jun 7, 2016 | C | 675,795 | D | — | — | Common Stock | 325,323 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F3,F4,F7,F6 | $0.022 | Jun 7, 2016 | X | 19,900 | D | Apr 28, 2014 | — | Common Stock | 19,900 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F3,F4,F8,F6 | $0.022 | Jun 7, 2016 | X | 1,805 | D | Apr 28, 2014 | — | Common Stock | 1,805 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F3,F4,F9,F6 | $0.022 | Jun 7, 2016 | X | 21,705 | D | Apr 28, 2014 | — | Common Stock | 21,705 | 0 | I |
Explanation of responses
- F1The total represents shares received upon conversion of shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.
- F2Effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock automatically converted into 0.454545 shares of the Issuer's common stock, and each share of Series C Preferred Stock automatically converted into 0.4814 shares of the Issuer's common stock. The Preferred Stock had no expiration date.
- F3The reporting person is one of the general partners of: (i) Hatteras Venture Advisors III, LLC, the general partner of Hatteras Venture Partners III, LP ("HVP III") and Hatteras Venture Affiliates III, LP ("HVA III"); (ii) Hatteras Venture Advisors IV SBIC, LLC, the general partner of Hatteras Venture Partners IV SBIC, LP ("HVP IV SBIC"); and (iii) Hatteras Venture Advisors IV, LLC, the general partner of Hatteras Venture Partners IV, LP ("HVP IV") and Hatteras NC Fund, LP ("Hatteras NC"). HVP III, HVA III, HVP IV SBIC, HVP IV and Hatteras NC are the record holders of the securities, and the reporting person may be deemed to share voting and dispositive power over the securities held by HVP III, HVA III, HVP IV SBIC, HVP IV and Hatteras NC.
- F4The reporting person disclaims beneficial ownership of these securities and this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
- F5On June 7, 2016, HVP III, HVA III and HVP IV SBIC exercised warrants to purchase an aggregate of 43,410 shares of Issuer's common stock for $0.022 per share. HVP III, HVA III and HVP IV SBIC paid the exercise price on a cashless basis, resulting in the Issuer's withholding of an aggregate of 138 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 43,272 shares.
- F6This warrant would have expired upon the closing of the Issuer's initial public offering.
- F7This warrant was held directly by HVP III.
- F8This warrant was held directly by HVA III.
- F9This warrant was held directly by HVP IV SBIC.