SEC Form 4 · accession 0001209191-15-075198
Aclaris Therapeutics, Inc. · ACRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 13, 2015
Accepted (ET)
Oct 13, 2015 · 1:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001557746
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Oct 13, 2015 | C | 3,360,408 | — | A | 3,657,147 | I | By Vivo Ventures Fund VII, L.P. |
| Common StockF3 | Oct 13, 2015 | P | 444,850 | $11.00 | A | 4,101,997 | I | By Vivo Ventures Fund VII, L.P. |
| Common StockF1,F2,F4 | Oct 13, 2015 | C | 73,238 | — | A | 79,705 | I | By Vivo Ventures VII Affiliates Fund, L.P. |
| Common StockF4 | Oct 13, 2015 | P | 9,695 | $11.00 | A | 89,400 | I | By Vivo Ventures VII Affiliates Fund, 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,F2 | — | Oct 13, 2015 | C | 8,467,943 | D | — | — | Common Stock | 2,454,476 | 0 | I |
| Series A Preferred StockF4,F2 | — | Oct 13, 2015 | C | 184,557 | D | — | — | Common Stock | 53,494 | 0 | I |
| Series B Preferred StockF3,F2 | — | Oct 13, 2015 | C | 1,779,400 | D | — | — | Common Stock | 515,768 | 0 | I |
| Series B Preferred StockF4,F2 | — | Oct 13, 2015 | C | 38,782 | D | — | — | Common Stock | 11,241 | 0 | I |
| Series C Preferred StockF3,F2 | — | Oct 13, 2015 | C | 1,346,068 | D | — | — | Common Stock | 390,164 | 0 | I |
| Series C Preferred StockF4,F2 | — | Oct 13, 2015 | C | 29,337 | D | — | — | Common Stock | 8,503 | 0 | I |
Explanation of responses
- F1The total represents shares received upon conversion of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.
- F2Effective upon the closing of the issuer's initial public offering of its common stock, each share of preferred stock automatically converted into 0.289855 shares of common stock. The preferred stock had no expiration date.
- F3Vivo Ventures VII, LLC ("VV LLC") is the general partner of Vivo Ventures Fund VII, L.P. ("VVF"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. In addition, each of Albert Cha, a director of the issuer, Frank Kung and Edgar Engleman is a managing member of VV LLC and may be deemed to share voting and dispositive power over the securities held by VVF. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F4VV LLC is the general partner of Vivo Ventures VII Affiliates Fund, L.P. ("VVAF"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. In addition, each of Albert Cha, a director of the issuer, Frank Kung and Edgar Engleman is a managing member of VV LLC and may be deemed to share voting and dispositive power over the securities held by VVAF. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.