SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/10/2016 | 3. Issuer Name and Ticker or Trading Symbol PROTEOSTASIS THERAPEUTICS, INC. [ PTI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Redeemable Preferred Stock | (1) | (1) | Common Stock | 1,559,707(1) | (1) | I | See Footnote(2) |
Series A Convertible Redeemable Pref. Warrant (Right to Buy) | 07/08/2008 | 07/08/2018 | Series A Convertible Redeemable Preferred Stock | 160,000(3) | 1(3) | I | See Footnote(2) |
Series B Convertible Redeemable Preferred Stock | (4) | (4) | Common Stock | 214,588(4) | (4) | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Series A Convertible Redeemable Preferred Stock (the "Series A Shares") are convertible on a 10.8102-to-1 basis into the Issuer's Common Stock at any time at the election of the Reporting Person and will automatically convert, together with the accrued but unpaid dividends, upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3. The Series A Shares do not have an expiration date. |
2. The securities are held of record by HealthCare Ventures VIII, L.P. ("HCVVIII"). HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII, LLC (the "LLC") is the General Partner of HCPVIII. Each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor are the managing directors of the LLC and exercise shared voting and investment power with respect to the shares owned by HCVVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. Dr. Mirabelli is also a director of the issuer. |
3. These securities are exercisable for Series A Shares at such exercise price per share as listed in columns 3 and 4. Upon the closing of the Issuer's initial public offering, the Warrant will automatically become exercisable for 14,800 shares of Common Stock at an exercise price of $10.8102 per share. |
4. The Series B Convertible Redeemable Preferred Stock (the "Series B Shares") are convertible on a 10.8102-to-1 basis into the number of shares of the Issuer's Common Stock as shown in column 3 at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering. The Series B Shares do not have an expiration date. |
Remarks: |
Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli | 02/10/2016 | |
Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VII, L.P. | 02/10/2016 | |
Jeffrey B. Steinberg, Attorney-in-Fact for James H. Cavanaugh | 02/10/2016 | |
Jeffrey B. Steinberg, Administrative Officer of HealthCare Partners VIII LLC | 02/10/2016 | |
Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VIII, L.P. | 02/10/2016 | |
Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor | 02/10/2016 | |
Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild | 02/10/2016 | |
Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner | 02/10/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |