SEC Form 4 · accession 0001012975-15-000752
MyoKardia Inc · MYOK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark J Levin
10% Owner
Robert I Tepper
10% Owner
Third Rock Ventures II, L.P.
10% Owner
Third Rock Ventures III, L.P.
10% Owner
Third Rock Ventures GP II, L.P.
10% Owner
TRV GP II, LLC
10% Owner
TRV GP III, LLC
10% Owner
Third Rock Ventures GP III, L.P.
10% Owner
Period of report
Nov 3, 2015
Accepted (ET)
Nov 5, 2015 · 6:25 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 | D | |
| Common StockF1,F2,F4 | Nov 3, 2015 | C | 1,496,598 | — | A | 1,496,598 | 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 Preferred StockF3,F1,F2 | — | Nov 3, 2015 | C | 32,500,000 | D | — | — | Common Stock | 8,843,537 | 0 | D |
| Series A Preferred StockF4,F1,F2 | — | Nov 3, 2015 | C | 5,500,000 | D | — | — | Common Stock | 1,496,598 | 0 | D |
Explanation of responses
- F1The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a one-for-3.675 basis.
- F2Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a one-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 III"). The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III LP"). The general partner of TRV GP III LP is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Levin, Starr and Tepper and, as such, each of TRV GP III LP and TRV GP III LLC, Levin, Starr and Tepper exercises shared voting and investment power over the shares held of record by TRV III. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.