SEC Form 4 · accession 0000899243-18-021103
Verrica Pharmaceuticals Inc. · VRCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 19, 2018
Accepted (ET)
Aug 1, 2018 · 9:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001660334
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 19, 2018 | C | 1,130,679 | — | A | 1,130,679 | I | See Footnote |
| Common StockF1,F2 | Jun 19, 2018 | C | 1,279,733 | — | A | 2,410,412 | I | See Footnote |
| Common StockF2 | Jun 19, 2018 | P | 1,000,000 | $15.00 | A | 3,410,412 | 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 B Preferred StockF1,F2 | — | Jun 19, 2018 | C | 1,937,984 | D | — | — | Common Stock | 1,130,679 | 0 | I |
| Series C Preferred StockF1,F2 | — | Jun 19, 2018 | C | 2,193,463 | D | — | — | Common Stock | 1,279,733 | 0 | I |
Explanation of responses
- F1Each share of the Issuer's preferred stock is convertible, at any time, at the holder's election, into shares of the Issuer's common stock, has no expiration date and converts into shares upon the closing of the Issuer's initial public offering.
- F2The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.