SEC Form 4 · accession 0001209191-15-026236
CHAMPIONS ONCOLOGY, INC. · CSBR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Richard D Frisbie
10% Owner
Kenneth P Lawler
10% Owner
Thomas J Crotty
10% Owner
R David Tabors
10% Owner
Scott R Tobin
Director · 10% Owner
Roger H Lee
10% Owner
Battery Ventures IX, L.P.
10% Owner
Battery Investment Partners IX, LLC
10% Owner
Battery Partners IX, LLC
10% Owner
Neeraj Agrawal
10% Owner
Period of report
Mar 11, 2015
Accepted (ET)
Mar 13, 2015 · 7:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000771856
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 11, 2015 | P | 6,250,000 | $0.40 | A | 22,281,040 | I | By Funds |
| Common StockF3,F1,F4 | Mar 11, 2015 | J | 1,161,549 | $0.00 | A | 23,442,589 | I | By Funds |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to purchase shares of Common StockF5,F1,F6 | $0.48 | Mar 11, 2015 | A | 3,437,500 | A | Mar 11, 2015 | Mar 11, 2020 | Common Stock | 3,437,500 | 3,437,500 | I |
Explanation of responses
- F1The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F2Consists of 22,060,458 shares of the Issuer's Common Stock held by Battery Ventures IX, L.P. ("BVIX") and 220,582 shares of the Issuer's Common Stock held by Battery Investment Partners IX, LLC ("BIPIX"). Battery Partners IX, LLC ("BPIX") is the sole general partner of BVIX and the sole manager of BIPIX. Battery Management Corp. ("BMC") is the investment adviser of BPIX. Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin, Roger H. Lee, Neeraj Agrawal, Michael M. Brown and Jesse Feldman (collectively, the "Managing Members") are the managing members of BPIX. The Managing Members are also officers of BMC (collectively, the "Officers"). The Managing Members and the Officers, in their respective capacities as such, may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX.
- F3As more particularly described in the Schedule 13D/A filed as a result of the transaction, the 1,161,549 shares of Common Stock were issued for no consideration pursuant to contractual anti-dilution undertakings of the Issuer in its Securities Purchase Agreement dated March 24, 2011 between the Issuer, BVIX, BIPIX and certain other investors.
- F4Consists of 23,210,508 shares of the Issuer's Common Stock held BVIX and 232,081 shares of the Issuer's Common Stock held by BIPIX. BPIX is the sole general partner of BVIX and the sole manager of BIPIX. BMC is the investment adviser of BPIX. The Managing Members are the managing members of BPIX. The Officers are the officers of BMC. The Managing Members and the Officers, in their respective capacities as such, may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX.
- F5The warrant was acquired in connection with the purchase of Common Stock pursuant to the Securities Purchase Agreement dated March 11, 2015 between the Issuer, BVIX, BIPIX and certain other investors for no additional consideration.
- F6Consists of a warrant to purchase 3,403,469 shares of the Issuer's Common Stock held by BVIX and a warrant to purchase 34,031 shares of the Issuer's Common Stock held by BIPIX. BPIX is the sole general partner of BVIX and the sole manager of BIPIX. BMC is the investment adviser of BPIX. The Managing Members are the managing members of BPIX. The Officers are the officers of BMC. The Managing Members and the Officers, in their respective capacities as such, may be deemed to have shared voting and dispositive power over the underlying shares held by BVIX and BIPIX.
Remarks
The Reporting Persons are part of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities. Due to the limit of joint filers that can be included on one form, BVIX, BIPIX, BPIX the Managing Members and the Directors have to file two separate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons.