SEC Form 4 · accession 0001209191-17-035173
G1 Therapeutics, Inc. · GTHX
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
Clay Thorp
10% Owner
John Crumpler
10% Owner
Period of report
May 22, 2017
Accepted (ET)
May 24, 2017 · 8:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001560241
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 22, 2017 | C | 3,728,464 | — | A | 3,728,464 | I | By Hatteras Venture Partners IV SBIC, LP |
| Common StockF1,F3 | May 22, 2017 | C | 212,419 | — | A | 212,419 | I | By Hatteras NC Fund, LP |
| Common StockF1,F4 | May 22, 2017 | C | 99,513 | — | A | 99,513 | I | By L2 Ventures, LLC |
| Common StockF5,F2 | May 22, 2017 | P | 133,333 | $15.00 | A | 3,861,797 | I | By Hatteras Venture Partners IV SBIC, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series 1 Preferred StockF1,F2,F6 | — | May 22, 2017 | C | 1,318,681 | D | — | — | Common Stock | 439,560 | 0 | I |
| Series A Preferred StockF1,F2,F3,F7,F6 | — | May 22, 2017 | C | 6,568,527 | D | — | — | Common Stock | 2,189,508 | 0 | I |
| Series B Preferred StockF1,F2,F4,F8,F6 | — | May 22, 2017 | C | 2,584,959 | D | — | — | Common Stock | 861,651 | 0 | I |
| Series C Preferred StockF1,F2,F4,F9,F6 | — | May 22, 2017 | C | 1,009,693 | D | — | — | Common Stock | 336,563 | 0 | I |
Explanation of responses
- F1The Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Fifth Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series 1 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock converted to Common Stock on a 1-for-3 basis.
- F2The reportable securities are owned directly by Hatteras Venture Partners IV SBIC, LP ("HVP IV"). Hatteras Venture Advisors IV SBIC, LLC ("HVA IV SBIC") is the general partner of HVP IV. The securities directly held by HVP IV are indirectly held by the individual managing members of HVA IV SBIC (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 IV. 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.
- F3The reportable securities are owned directly by Hatteras NC Fund, LP ("Hatteras NC"). Hatteras Venture Advisors IV, LLC ("HVA IV") is the general partner of Hatteras NC Fund, LP. The securities directly held by Hatteras NC are indirectly held by the individual managing members of HVA IV (each, a "HVA IV Managing Member" and collectively, the "HVA IV Managing Members"). The HVA IV Managing Members are John Crumpler, Clay Thorp, Ken Lee, Douglas Reed and Robert Ingram. The HVA IV Managing Members may share voting and dispositive power over the securities directly held by HVP IV. Each HVA IV Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any HVA IV 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.
- F4The reportable securities are owned directly by L2 Ventures, LLC ("L2 Ventures"). Hatteras Venture Advisors V, LLC ("HVA V") is the general partner of L2 Ventures. The securities directly held by L2 Ventures are indirectly held by the individual managing members of HVA V (each, a "L2 Managing Member" and collectively, the "L2 Managing Members"). The L2 Managing Members are John Crumpler, Clay Thorp, Christy Shaffer, Douglas Reed and Robert Ingram. The L2 Managing Members may share voting and dispositive power over the securities directly held by HVA V. Each L2 Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any L2 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.
- F5Reflects shares Hatteras Venture Partners IV SBIC, LP purchased in the initial public offering at the initial public offering price of $15.00 per share.
- F6The Series 1 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering and had no expiration date.
- F7Includes shares of Series A Preferred Stock convertible into 1,990,276 shares of the Issuer's common stock held by HVP IV and shares of Series A Preferred Stock convertible into 199,232 shares of the Issuer's common stock held by Hatteras NC.
- F8Includes shares of Series B Preferred Stock convertible into 804,208 shares of the Issuer's common stock held by HVP IV and shares of Series B Preferred Stock convertible into 57,443 shares of the Issuer's common stock held by L2 Ventures, LLC.
- F9Includes shares of Series C Preferred Stock convertible into 294,493 shares of the Issuer's common stock held by HVP IV and shares of Series C Preferred Stock convertible into 42,070 shares of the Issuer's common stock held by L2 Ventures, LLC.