SEC Form 4 · accession 0001209191-18-062516
Synthorx, Inc. · THOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 6:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001609727
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Dec 11, 2018 | P | 1,363,636 | $11.00 | A | 1,363,636 | I | See Footnote |
| Common StockF4,F2,F3 | Dec 11, 2018 | C | 3,952,719 | — | A | 5,316,355 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF2,F3,F4 | — | Dec 11, 2018 | C | 6,333,206 | D | — | — | Common Stock | 3,952,719 | 0 | I |
Explanation of responses
- F1The shares were purchased at the Issuer's initial public offering.
- F2These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the sole general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. The Reporting Persons have designated a representative, currently Peter A. Thompson, an employee of Advisors, to serve on the Issuer's board of directors.
- F3This report on Form 4 is jointly filed by GP VII and OrbiMed Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange At of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F4Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock on a 1.60224-to-1 basis. The shares have no expiration date.