SEC Form 4 · accession 0001104659-18-062810
Decoy Therapeutics Inc. · DCOY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Longwood Fund II, L.P.
10% Owner
Period of report
Oct 16, 2018
Accepted (ET)
Oct 18, 2018 · 5:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615219
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Oct 16, 2018 | S | 3,212,861 | $0.9154 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.70 to $1.33, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
- F2Represents 2,697,264 shares sold by Longwood Fund II, L.P. ("Longwood Fund II") and 515,597 shares sold by Longwood Fund III, L.P. ("Longwood Fund III").
- F3Longwood Fund II GP, LLC is the General Partner of Longwood Fund II and Longwood Fund III GP, LLC is the General Partner of Longwood Fund III. Christoph Westphal, M.D., Ph.D. and Richard Aldrich (collectively, the "Managers") are managers of Longwood Fund II GP, LLC and Longwood Fund III GP, LLC. The Managers have delegated their voting and dispositive power with respect to the Issuer's securities held by Longwood Fund II and Longwood Fund III (the "Longwood Shares") to a committee comprised of three members, two of which such members include the Managers (the "Longwood Committee").
- F4The Longwood Committee approves investment and voting decisions by a majority vote, and no individual member has sole control or voting power over the Longwood Shares. Each of Longwood Fund II GP, LLC, Longwood Fund III GP, LLC, the Managers and the members of the Longwood Committee disclaim beneficial ownership of the Longwood Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.