SEC Form 4 · accession 0000899243-15-007644
MyoKardia Inc · MYOK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin P Starr
Director · 10% Owner
Period of report
Nov 3, 2015
Accepted (ET)
Nov 5, 2015 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001552451
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Nov 3, 2015 | C | 8,843,537 | — | A | 9,387,754 | I | By Third Rock Ventures II, L.P. |
| Common StockF1,F2,F4 | Nov 3, 2015 | C | 1,496,598 | — | A | 1,496,598 | I | By Third Rock Ventures III, L.P. |
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,F1 | — | Nov 3, 2015 | C | 32,500,000 | D | — | — | Common Stock | 8,843,537 | 0 | I |
| Series A Preferred StockF4,F1 | — | Nov 3, 2015 | C | 5,500,000 | D | — | — | Common Stock | 1,496,598 | 0 | I |
Explanation of responses
- F1The shares of Issuer's Series A Preferred Stock beneficially owned by the Reporting Person converted into Common Stock on a 1-for-3.675 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
- F2Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-3.675 basis, which became effective immediately prior to the closing of the Issuer's initial public offering.
- F3The shares are directly held by Third Rock Ventures II, L.P. ("TRV"). The general partner of TRV is Third Rock Ventures GP II, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP II, LLC ("TRV GP LLC"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper") and, as such, each of TRV GP, TRV GP LLC, Levin, Starr and Tepper exercises shared voting and investment power over the shares held of record by TRV. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.
- F4The shares are directly held by Third Rock Ventures III, L.P. ("TRV"). The general partner of TRV is Third Rock Ventures GP III, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP III, LLC ("TRV GP LLC"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper") and, as such, each of TRV GP, TRV GP LLC, Levin, Starr and Tepper exercises shared voting and investment power over the shares held of record by TRV. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.