SEC Form 4 · accession 0001744981-18-000002
Tricida, Inc. · TCDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Sibling Capital Fund II-A L.P.
10% Owner · Other
Sibling Capital Fund II-B L.P.
10% Owner · Other
Sibling Capital Fund II-C L.P.
10% Owner · Other
Sibling Capital Fund II-D L.P.
10% Owner · Other
Sibling Capital Ventures LLC
10% Owner · Other
Sibling Capital Ventures IV LLC
10% Owner · Other
Sibling Capital Ventures II LLC
10% Owner · Other
Sibling Capital Ventures III LLC
10% Owner · Other
Sibling Co-Investment LLC
10% Owner · Other
Brian M. Isern
10% Owner · Other
Period of report
Jul 2, 2018
Accepted (ET)
Jul 2, 2018 · 9:48 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 StockF1,F2,F8 | Jul 2, 2018 | C | 169,936 | — | A | 245,312 | I | By Sibling Co-Investment LLC |
| Common StockF1,F3,F8 | Jul 2, 2018 | C | 893,292 | — | A | 893,292 | I | By Sibling Capital Fund II-A L.P. |
| Common StockF1,F4,F8 | Jul 2, 2018 | C | 3,139,600 | — | A | 3,139,600 | I | By Sibling Capital Fund II-B L.P. |
| Common StockF1,F5,F8 | Jul 2, 2018 | C | 1,810,195 | — | A | 1,810,195 | I | By Sibling Capital Fund II-C L.P. |
| Common StockF1,F6,F8 | Jul 2, 2018 | C | 599,379 | — | A | 599,379 | I | By Sibling Capital Fund II-D L.P. |
| Common StockF7,F8 | Jul 2, 2018 | P | 463,158 | $19.00 | A | 463,158 | I | By Sibling Insiders Fund II 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 Convertible Preferred StockF1,F2,F8 | — | Jul 2, 2018 | C | 676,349 | D | — | — | Common Stock | 169,936 | 0 | I |
| Series A Convertible Preferred StockF1,F3,F8 | — | Jul 2, 2018 | C | 3,555,304 | D | — | — | Common Stock | 893,292 | 0 | I |
| Series B Convertible Preferred StockF1,F4,F8 | — | Jul 2, 2018 | C | 12,495,612 | D | — | — | Common Stock | 3,139,600 | 0 | I |
| Series C Convertible Preferred StockF1,F5,F8 | — | Jul 2, 2018 | C | 7,204,578 | D | — | — | Common Stock | 1,810,195 | 0 | I |
| Series D Convertible Preferred StockF1,F6,F8 | — | Jul 2, 2018 | C | 2,385,532 | D | — | — | Common Stock | 599,379 | 0 | I |
Explanation of responses
- F1The Issuer's (i) Series A Convertible Preferred Stock, (ii) Series B Convertible Preferred Stock, (iii) Series C Convertible Preferred Stock and (iv) Series D Convertible Preferred Stock were each converted upon the closing of the Issuer's initial public offering of its Common Stock into the Issuer's Common Stock at a rate of 1/3.98 (or on an approximately 1-for-0.251256 basis) for no additional consideration and had no expiration date.
- F2Sibling Co-Investment LLC converted 676,349 shares of Series A Convertible Preferred Stock of the Issuer into 169,936 shares of Common Stock of the Issuer. Sibling Co-Investment LLC is also a direct beneficial owner of 75,376 shares of Common Stock of the Issuer. Sibling Capital Ventures LLC is the sole manager of Sibling Co-Investment LLC. As co-manager of Sibling Capital Ventures LLC, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.
- F3Sibling Capital Fund II-A L.P. converted 3,555,304 shares of Series A Convertible Preferred Stock of the Issuer into 893,292 shares of Common Stock of the Issuer. Sibling Capital Ventures LLC is the sole general partner of Sibling Capital Fund II-A L.P. As co-manager of Sibling Capital Ventures LLC, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.
- F4Sibling Capital Fund II-B L.P. converted 12,495,612 shares of Series B Convertible Preferred Stock of the Issuer into 3,139,600 shares of Common Stock of the Issuer. Sibling Capital Ventures II LLC is the sole general partner of Sibling Capital Fund II-B L.P. As co-manager of Sibling Capital Ventures II LLC, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.
- F5Sibling Capital Fund II-C L.P. converted 7,204,578 shares of Series C Convertible Preferred Stock of the Issuer into 1,810,195 shares of Common Stock of the Issuer. Sibling Capital Ventures III LLC is the sole general partner of Sibling Capital Fund II-C L.P. As co-manager of Sibling Capital Ventures III LLC, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.
- F6Sibling Capital Fund II-D L.P. converted 2,385,532 shares of Series D Convertible Preferred Stock of the Issuer into 599,379 shares of Common Stock of the Issuer. Sibling Capital Ventures IV LLC is the sole general partner of Sibling Capital Fund II-D L.P. As co-manager of Sibling Capital Ventures IV LLC, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.
- F7Sibling Insiders Fund II L.P. purchased 463,158 shares of Common Stock of the Issuer. Sibling Insiders II LLC is the sole general partner of Sibling Insiders Fund II L.P. As co-manager of Sibling Insiders II LLC, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.
- F8For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.