SEC Form 4 · accession 0001615219-16-000181
Decoy Therapeutics Inc. · DCOY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christoph H Westphal
Officer — President and CEO · Director · 10% Owner
Period of report
May 25, 2016
Accepted (ET)
May 27, 2016 · 12:42 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 | May 25, 2016 | P | 12,300 | $13.25 | A | 3,120,261 | I | See notes |
| Common StockF4,F3,F5 | May 26, 2016 | P | 16,300 | $12.53 | A | 3,136,561 | I | See notes |
| Common Stock | holding | — | — | — | 3,925,248 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price in Column 4 is a weighted average purchase price. The prices actually received ranged from $12.84 to $13.96. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
- F2On May 25, 2016, Longwood Fund III, L.P. ("Longwood Fund III") purchased 12,300 shares of common stock of the Issuer (the "Common Shares"). Following such purchase, Longwood Fund III owned 422,997 Common Shares and Longwood Fund II, L.P. ("Longwood Fund II") owned 2,697,264 Common Shares.
- F3Longwood Fund II GP, LLC is the ultimate General Partner of Longwood Fund II and Longwood Fund III GP, LLC is the ultimate General Partner of Longwood Fund III. Christoph Westphal, M.D., Ph.D., Richard Aldrich and Michelle Dipp, M.D., Ph.D. (collectively, the "Managers") are managers of Longwood Fund II GP, LLC and Longwood Fund III GP, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the Issuer's securities held by Longwood Fund II and Longwood Fund III (the "Longwood Shares"). Each of the Managers disclaims 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.
- F4The price in Column 4 is a weighted average purchase price. The prices actually received ranged from $12.22 to $12.60. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
- F5On May 26, 2016, Longwood Fund III purchased 16,300 Common Shares. Following such purchase, Longwood Fund III owned 439,297 Common Shares and Longwood Fund II owned 2,697,264 Common Shares.