SEC Form 4 · accession 0001209191-18-005829
Yarrow Bioscience, Inc. · YARW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Vivo Capital Fund VIII, L.P.
10% Owner
Vivo Capital VIII, LLC
10% Owner
Vivo Capital Surplus Fund VIII, L.P.
10% Owner
Period of report
Jan 25, 2018
Accepted (ET)
Jan 29, 2018 · 4:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001566044
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 25, 2018 | P | 258,432 | $17.00 | A | 258,432 | I | By Vivo Capital Fund VIII, L.P. |
| Common StockF1,F2 | Jan 25, 2018 | P | 35,686 | $17.00 | A | 35,686 | I | By Vivo Capital Surplus Fund III, L.P. |
| Common StockF3,F1,F2 | Jan 29, 2018 | C | 2,348,550 | — | A | 2,606,982 | I | By Vivo Capital Fund VIII, L.P. |
| Common StockF3,F1,F2 | Jan 29, 2018 | C | 324,306 | — | A | 359,992 | I | By Vivo Capital Surplus Fund III, L.P. |
| Common StockF3,F1,F2 | Jan 29, 2018 | C | 917,559 | — | A | 3,524,541 | I | By Vivo Capital Fund VIII, L.P. |
| Common StockF3,F1,F2 | Jan 29, 2018 | C | 126,703 | — | A | 486,695 | I | By Vivo Capital Surplus Fund 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 B Preferred StockF3,F1,F2 | — | Jan 29, 2018 | C | 6,335,215 | D | — | — | Common Stock | 2,348,550 | 0 | I |
| Series B Preferred StockF3,F1,F2 | — | Jan 29, 2018 | C | 874,817 | D | — | — | Common Stock | 324,306 | 0 | I |
| Series C Preferred StockF3,F1,F2 | — | Jan 29, 2018 | C | 2,475,118 | D | — | — | Common Stock | 917,559 | 0 | I |
| Series C Preferred StockF3,F1,F2 | — | Jan 29, 2018 | C | 341,784 | D | — | — | Common Stock | 126,703 | 0 | I |
Explanation of responses
- F1Vivo Capital VIII, LLC ("Vivo LLC") is the general partner of each of Vivo Capital Fund VIII, L.P. ("VCF") and Vivo Capital Surplus Fund VIII, L.P. ("VCSF"), 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.
- F2Albert Cha, a director of the issuer, Frank Kung, Edgar Engleman, Chen Yu and Shan Fu are managing members of Vivo LLC and may be deemed to share voting and dispositive power over the securities held by VCF and VCSF. Each of these 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.
- F3Effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of the Series B Preferred Stock and Series C Preferred Stock automatically converted into 0.3707 shares of the Issuer's common stock.