SEC Form 4 · accession 0001182489-15-000296
Nexvet Biopharma plc · NVET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark C Wehrly
10% Owner · Other
John R. Warren
10% Owner · Other
Akubra Investors, LLC
10% Owner · Other
Bushranger Funding, LLC
10% Owner · Other
Ute Holdings, LLC
10% Owner · Other
NGP, L.L.C.
10% Owner · Other
Farallon AA G.P., L.L.C.
10% Owner · Other
Farallon Partners GP VI, L.L.C.
10% Owner · Other
Period of report
Feb 10, 2015
Accepted (ET)
Feb 11, 2015 · 1:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618561
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F4,F2,F3,F5 | Feb 10, 2015 | C | 566,664 | — | A | 566,664 | D | |
| Ordinary SharesF2,F3,F5 | Feb 10, 2015 | A | 220,371 | $10.00 | A | 787,035 | D | |
| Ordinary SharesF1,F4,F2,F3,F6 | Feb 10, 2015 | C | 611,124 | — | A | 611,124 | D | |
| Ordinary SharesF2,F3,F6 | Feb 10, 2015 | A | 237,659 | $10.00 | A | 848,783 | D | |
| Ordinary SharesF1,F4,F2,F3,F7 | Feb 10, 2015 | C | 622,208 | — | A | 622,208 | D | |
| Ordinary SharesF2,F3,F7 | Feb 10, 2015 | A | 241,970 | $10.00 | A | 864,178 | D | |
| Ordinary SharesF1,F4,F2,F3,F5,F9,F10 | Feb 10, 2015 | C | 82,912 | — | A | 82,912 | I | See Footnotes |
| Ordinary SharesF2,F3,F5,F9,F10 | Feb 10, 2015 | A | 32,244 | $10.00 | A | 115,156 | I | See Footnotes |
| Ordinary SharesF1,F4,F2,F3,F6,F11 | Feb 10, 2015 | C | 169,530 | — | A | 169,530 | I | See Footnotes |
| Ordinary SharesF2,F3,F6,F11 | Feb 10, 2015 | A | 65,928 | $10.00 | A | 235,458 | I | See Footnotes |
| Ordinary SharesF1,F4,F2,F3,F7,F12 | Feb 10, 2015 | C | 142,424 | — | A | 142,424 | I | See Footnotes |
| Ordinary SharesF2,F3,F7,F12 | Feb 10, 2015 | A | 55,387 | $10.00 | A | 197,811 | I | See Footnotes |
| Ordinary SharesF1,F4,F2,F3,F13 | Feb 10, 2015 | C | 1,405,130 | — | A | 1,405,130 | I | See Footnotes |
| Ordinary SharesF2,F3,F13 | Feb 10, 2015 | A | 546,441 | $10.00 | A | 1,951,571 | I | See Footnotes |
| Ordinary SharesF1,F4,F2,F3,F8,F14,F15 | Feb 10, 2015 | C | 1,799,996 | — | A | 1,799,996 | I | See Footnotes |
| Ordinary SharesF1,F2,F3,F8,F14,F15 | Feb 10, 2015 | A | 700,000 | — | A | 2,499,996 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preference SharesF2,F3,F5,F1 | — | Feb 10, 2015 | C | 566,664 | D | — | — | Ordinary Shares | 566,664 | 0 | D |
| Series B Preference SharesF2,F3,F6,F1 | — | Feb 10, 2015 | C | 611,124 | D | — | — | Ordinary Shares | 611,124 | 0 | D |
| Series B Preference SharesF2,F3,F7,F1 | — | Feb 10, 2015 | C | 622,208 | D | — | — | Ordinary Shares | 622,208 | 0 | D |
| Series B Preference SharesF5,F9,F10,F1 | — | Feb 10, 2015 | C | 82,912 | D | — | — | Ordinary Shares | 82,912 | 0 | I |
| Series B Preference SharesF6,F11,F1 | — | Feb 10, 2015 | C | 169,530 | D | — | — | Ordinary Shares | 169,530 | 0 | I |
| Series B Preference SharesF7,F12,F1 | — | Feb 10, 2015 | C | 142,424 | D | — | — | Ordinary Shares | 142,424 | 0 | I |
| Series B Preference SharesF13,F1 | — | Feb 10, 2015 | C | 1,405,130 | D | — | — | Ordinary Shares | 1,405,130 | 0 | I |
| Series B Preference SharesF8,F14,F15,F1 | — | Feb 10, 2015 | C | 1,799,996 | D | — | — | Ordinary Shares | 1,799,996 | 0 | I |
Explanation of responses
- F1The Issuer's Series B Preference shares converted into ordinary shares automatically upon the closing of the Issuer's initial public offering on February 10, 2015 (the "IPO") on a one-for-one basis and had no expiration date.
- F10As the manager of the NSSP General Partner, Farallon Capital Management, L.L.C. (the "Management Company") may be deemed to be a beneficial owner of the Issuer's securities held by NSSP as a Farallon Akubra Fund. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Akubra.
- F11The members of Bushranger are FCP XR 2014, L.L.C. ("FCP XR"), Farallon Capital Institutional Partners III, L.P. ("FCIP III"), and Farallon Capital AA Investors, L.P. ("FCAAI") (collectively, the "Farallon Bushranger Funds"). As the general partner of FCAAI, Farallon AA GP, L.L.C. (the "FCAAI General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FCAAI as a Farallon Bushranger Fund. The FCAAI General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Bushranger.
- F12The members of Ute are FCOI II SS 2014, Ltd. ("FCOI II SS"), Farallon Capital Institutional Partners II, L.P. ("FCIP II"), and Farallon Special Situation Partners VI, L.P. ("FSSP VI") (collectively, the "Farallon Ute Funds"). As the general partner of FSSP VI, Farallon Partners GP VI, L.L.C. (the "FSSP VI General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FSSP VI as a Farallon Ute Fund. The FSSP VI General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Ute.
- F13As the general partner of each of (a) the sole member of FCIP XR, (b) the sole member of FCP XR, (c) FCIP III, (d) the sole member of FCOI II SS and (e) FCIP II, Farallon Partners, L.L.C. (the "Farallon General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FCIP XR as a Farallon Akubra Fund, FCP XR and FCIP III as Farallon Bushranger Funds, and FCOI II SS and FCIP II as Farallon Ute Funds. The Farallon General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon SPVs.
- F14Each of Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Thomas G. Roberts, Jr., John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J. M. Spokes (the "Senior Managing Member"), as Managing Members or the Senior Managing Member, as the case may be, of both the Farallon General Partner and the Management Company, and as a manager or senior manager, as the case may be, of both the FCAAI General Partner and the FSSP VI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Each of the Managing Members and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.
- F15As a Managing Member of both the Farallon General Partner and the Management Company, and as a manager of both the FCAAI General Partner and the FSSP VI General Partner, in each case with the power to exercise investment discretion, Rajiv A. Patel ("Patel") may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. As a director of the Issuer, Patel is filing a separate Form 3 on the date hereof, which Form 3 reports that Patel may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Patel disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.
- F2The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group.
- F3Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 4 are filing additional Forms 4 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Forms 4"). Information regarding these entities and individuals is included in this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Forms 4.
- F4The amount of securities shown in this row reflects Ordinary Shares received pursuant to the automatic conversion of the Issuer's Series B preference shares into Ordinary Shares.
- F5The amount of securities shown in this row is owned directly by Akubra Investors, LLC ("Akubra").
- F6The amount of securities shown in this row is owned directly by Bushranger Funding, LLC ("Bushranger").
- F7The amount of securities shown in this row is owned directly by Ute Holdings, LLC ("Ute" and, together with Akubra and Bushranger, the "Farallon SPVs").
- F8The amount of securities shown in this row is owned directly by the Farallon SPVs.
- F9The members of Akubra are FCIP XR 2014, L.L.C. ("FCIP XR") and Noonday Special Situation Partners, L.P. ("NSSP") (each, a "Farallon Akubra Fund"). As the general partner of NSSP, NGP, L.L.C. (the "NSSP General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by NSSP as a Farallon Akubra Fund. The NSSP General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Akubra.