SEC Form 4 · accession 0001209191-16-126263
Clearside Biomedical, Inc. · CLSD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kenneth B Lee Jr.
10% Owner
Robert Alexander Ingram
10% Owner
Douglas Reed M.D.
10% Owner
Hatteras Ventures Partners III LP
10% Owner
Hatteras Venture Affiliates III Lp
10% Owner
Clay Thorp
Director · 10% Owner
John Crumpler
10% Owner
Hatteras Venture Advisors III, LLC
10% Owner
Period of report
Jun 7, 2016
Accepted (ET)
Jun 7, 2016 · 4:38 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 | Jun 7, 2016 | C | 1,598,219 | — | A | 1,654,242 | I | See Footnotes |
| Common StockF3 | Jun 7, 2016 | X | 21,705 | $0.022 | A | 1,675,947 | I | See Footnotes |
| Common StockF3 | Jun 7, 2016 | S | 69 | $7.00 | D | 1,675,878 | I | See Footnotes |
| Common StockF3,F5 | Jun 7, 2016 | P | 107,142 | $7.00 | A | 1,783,020 | 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,F6,F2 | — | Jun 7, 2016 | C | 2,035,907 | D | — | — | Common Stock | 925,411 | 0 | I |
| Series A-1 Preferred StockF3,F7,F2 | — | Jun 7, 2016 | C | 689,388 | D | — | — | Common Stock | 313,357 | 0 | I |
| Series B Preferred StockF3,F8,F2 | — | Jun 7, 2016 | C | 432,940 | D | — | — | Common Stock | 196,790 | 0 | I |
| Series C Preferred StockF3,F9,F2 | — | Jun 7, 2016 | C | 337,898 | D | — | — | Common Stock | 162,661 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F3,F11,F10 | $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,F12,F10 | $0.022 | Jun 7, 2016 | X | 1,805 | D | Apr 28, 2014 | — | Common Stock | 1,805 | 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.
- F10This warrant would have expired upon the closing of the Issuer's initial public offering.
- F11The reportable securities were owned directly by HVP.
- F12The reportable securities are owned directly by HVA.
- 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 reportable securities are owned directly by Hatteras Venture Partners III, LP ("HVP") and Hatteras Venture Affiliates III, LP ("HVA"). Hatteras Venture Advisors III, LLC is the general partner of HVP and HVA (the "GP"). The shares directly held by HVP and HVA are indirectly held by the individual managing members of GP (each, a "GP Managing Member" and collectively, the "GP Managing Members"). The GP Managing Members are John Crumpler, Clay Thorp, Ken Lee, Douglas Reed and Robert Ingram. The GP Managing Members may share voting and dispositive power over the securities directly held by HVP and HVA. Each GP Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any GP Managing Member 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.
- F4On June 7, 2016, HVP and HVA exercised warrants to purchase an aggregate of 21,705 shares of Issuer's common stock for $0.022 per share. HVP and HVA paid the exercise price on a cashless basis, resulting in the Issuer's withholding of an aggregate of 69 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 21,636 shares.
- F5HVP holds 1,634,603 shares and HVA holds 148,417 shares of the Issuer's Common Stock directly.
- F6HVP held 1,866,418 shares and HVA held 169,489 shares of the Issuer's Series A Preferred Stock directly
- F7HVP held 631,997 shares and HVA held 57,391 shares of the Issuer's Series A-1 Preferred Stock directly.
- F8HVP held 396,920 shares and HVA held 36,020 shares of the Issuer's Series B Preferred Stock directly.
- F9HVP held 309,768 shares and HVA held 28,130 shares of the Issuer's Series C Preferred Stock directly.