SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Epizyme, Inc. [ EPZM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2019 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001(1) | 03/31/2019 | A | 1,024 | A | $12.39 | 7,471 | D | |||
| Common Stock, par value $0.0001 | 4,115,555(2) | I | See Notes 2 and 3(2)(3) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $13.74 | 05/31/2019 | A | 17,633 | (4) | 05/30/2029 | Common Stock | 17,633 | $0.00 | 17,633 | D | ||||
| Explanation of Responses: |
| 1. The shares were issued to the Reporting Person pursuant to her election under the Company's director compensation program to receive such shares in lieu of cash fees of $12,687.50 for Board services for the first fiscal quarter of 2019. The shares were issued on the last day of the first fiscal quarter and the number of shares was calculated by dividing the cash fees to be paid for the quarter by the closing price of the Company's common stock on the last trading day of the quarter. |
| 2. The shares consist of 3,838,167 shares of common stock held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII") and 277,388 shares of common stock beneficially owned by individuals and entities associated with Kleiner Perkins Caulfield & Byers (collectively, "KPCB Direct"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. The managing member of KPCB XIII is KPCB XIII Associates, LLC, which has sole voting and dispositive power over the shares held by KPCB XIII. The Reporting Person disclaims beneficial ownership of all shares held by KPCB XIII except to the extent of her pecuniary interest therein. |
| 3. The Reporting Person disclaims beneficial ownership over all Issuer shares held for convenience in the name of "KPCB Holdings, Inc. as nominee," except to the extent of her pecuniary interest therein and this filing is not an admission that the Reporting Person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose. |
| 4. This option will vest in full on May 31, 2020, subject to Reporting Person's continued service as a director. In the event of a change in control of the Issuer, the option will become exercisable in full. |
| Remarks: |
| Exhibit List Exhibit 24 - Power of Attorney |
| /s/ John Weidenbruch, attorney-in-fact | 06/07/2019 | |
| ** 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 4 (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. | ||