SEC Form 4 · accession 0001140361-18-031059

Tricida, Inc. · TCDA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sandra I Coufal

Director · 10% Owner

Period of report

Jul 2, 2018

Accepted (ET)

Jul 2, 2018 · 9:05 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001595585

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F8	Jul 2, 2018	C	169,936	—	A	245,312	I	By Sibling Co-Investment LLC
Common Stock^F1,F3,F8	Jul 2, 2018	C	893,292	—	A	893,292	I	By Sibling Capital Fund II-A L.P.
Common Stock^F1,F4,F8	Jul 2, 2018	C	3,139,600	—	A	3,139,600	I	By Sibling Capital Fund II-B L.P.
Common Stock^F1,F5,F8	Jul 2, 2018	C	1,810,195	—	A	1,810,195	I	By Sibling Capital Fund II-C L.P.
Common Stock^F1,F6,F8	Jul 2, 2018	C	599,379	—	A	599,379	I	By Sibling Capital Fund II-D L.P.
Common Stock^F7,F8	Jul 2, 2018	P	463,158	$19.00	A	463,158	I	By Sibling Insiders Fund II L.P.
Common Stock^F9	Jul 2, 2018	A	3,632	$0.00	A	217,199	D
Common Stock^F10	holding	—	—		—	25,125	I	By Coufal Irrevocable Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F1,F2,F8	—	Jul 2, 2018	C	676,349	D	—	—	Common Stock	169,936	0	I
Series A Convertible Preferred Stock^F1,F3,F8	—	Jul 2, 2018	C	3,555,304	D	—	—	Common Stock	893,292	0	I
Series B Convertible Preferred Stock^F1,F4,F8	—	Jul 2, 2018	C	12,495,612	D	—	—	Common Stock	3,139,600	0	I
Series C Convertible Preferred Stock^F1,F5,F8	—	Jul 2, 2018	C	7,204,578	D	—	—	Common Stock	1,810,195	0	I
Series D Convertible Preferred Stock^F1,F6,F8	—	Jul 2, 2018	C	2,385,532	D	—	—	Common Stock	599,379	0	I
Stock Option (right to buy)^F11	$19.00	Jul 2, 2018	A	13,147	A	—	Jun 27, 2028	Common Stock	13,147	13,147	D

Explanation of responses

F1Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock was convertible at any time at the option of the holder into Common Stock at a rate of 1/3.98, for no additional consideration, and had no expiration date. Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Common Stock, at a rate of 1/3.98 and for no additional consideration, upon closing of the Issuer's initial public offering of its Common Stock.
F10The spouse of the Reporting Person is the sole trustee of the Coufal Irrevocable Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Coufal Irrevocable Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F11Subject to the Reporting Person's continuous service to the Issuer as a non-employee director through each vesting date, and subject to the Issuer's IPO closing on or before July 16, 2018, this option vests ratably on a monthly basis, on the monthly anniversary of June 27, 2018 ("Option Date"), over the one-year period following the Option Date so that the option shall be 100% vested and exercisable on the one-year anniversary of the Option Date ("Vesting Date"); provided, however, if the Next Annual Meeting occurs prior to the Vesting Date, then the option shall vest in full immediately prior to the Next Annual Meeting.
F2The shares are held directly by Sibling Co-Investment LLC ("Sibling Co-Investment"). Sibling Capital Ventures LLC ("SCV") is the sole manager of Sibling Co-Investment.
F3The shares are held directly by Sibling Capital Fund II-A L.P. ("Sibling A"). SCV is the sole general partner of Sibling A.
F4The shares are held directly by Sibling Capital Fund II-B L.P. ("Sibling B"). Sibling Capital Ventures II LLC ("SCV II") is the sole general partner of Sibling B.
F5The shares are held directly by Sibling Capital Fund II-C L.P. ("Sibling C"). Sibling Capital Ventures III LLC ("SCV III") is the sole general partner of Sibling C.
F6The shares are held directly by Sibling Capital Fund II-D L.P. ("Sibling D"). Sibling Capital Ventures IV LLC ("SCV IV") is the sole general partner of Sibling D.
F7The shares are held directly by Sibling Insiders Fund II L.P. ("Insiders Fund", and together with Sibling A, Sibling B, Sibling C and Sibling D, the "Sibling Funds"). Sibling Insiders II LLC ("Insiders II") is the sole general partner of Insiders Fund.
F8The Reporting Person is co-manager of SCV, SCV II, SCV III, SCV IV and Insiders II and, as such, may be deemed to have voting and investment power with respect to the shares held by Sibling Co-Investment and the Sibling Funds. The Reporting Person disclaims beneficial ownership of shares held by Sibling Co-Investment and the Sibling Funds, except to the extent of her proportionate pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F9Represents restricted stock units ("RSUs") that, subject to the Issuer's initial public offering ("IPO") closing on or before July 16, 2018, vest on the earlier of (i) the one-year anniversary of June 27, 2018 (the "Grant Date") and (ii) the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date (the "Next Annual Meeting"), subject to the Reporting Person's continuous service as a non-employee director through such vesting date. Each RSU represents a contingent right to receive one share of Common Stock.