SEC Form 4 · accession 0001104659-16-108207
Corvus Pharmaceuticals, Inc. · CRVS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A. Thompson
Director · 10% Owner
Period of report
Mar 29, 2016
Accepted (ET)
Mar 29, 2016 · 12:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001626971
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 par valueF1,F2,F3 | Mar 29, 2016 | C | 3,994,674 | — | A | 3,994,674 | I | See Footnotes |
| Common Stock, $0.0001 par valueF1,F2,F3 | Mar 29, 2016 | C | 713,776 | — | A | 4,708,450 | I | See Footnotes |
| Common Stock, $0.0001 par valueF2,F3 | Mar 29, 2016 | P | 550,000 | $15.00 | A | 5,258,450 | 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 A Convertible Preferred StockF1,F2,F3,F4 | — | Mar 29, 2016 | C | 3,994,674 | D | — | — | Common Stock | 3,994,674 | 0 | I |
| Series B Convertible Preferred StockF1,F2,F3,F4 | — | Mar 29, 2016 | C | 713,776 | D | — | — | Common Stock | 713,776 | 0 | I |
Explanation of responses
- F1The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis at the consummation of the Issuer's initial public offering.
- F2These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP V. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of Advisors.
- F3Each of GP V, Advisors, Isaly and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F4The expiration date is not relevant to the conversion of these securities.
- F5OPI V purchased an additional 550,000 shares of the Issuer's common stock in connection with the Issuer's initial public offering at the offering price of $15.00 per share.