Philip T Gianos Form 3 Carbylan Therapeutics / BRUCE A CLEVELAND ownership change

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^*

InterWest Management Partners IX, LLC

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2015

3. Issuer Name and Ticker or Trading Symbol
Carbylan Therapeutics, Inc. [ CBYL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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
Convertible Series A Preferred Stock	(1)	(1)	Common	831,531	(1)	I	See Footnote(2)
Convertible Series B Preferred Stock	(3)	(3)	Common	2,145,351	(3)	I	See Footnote(2)
Convertible Promissory Note	(4)	(4)	Common	466,357	(4)	I	See Footnote(2)
Convertible Promissory Note	(5)	(5)	Common	365,957	(5)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

InterWest Management Partners IX, LLC

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

InterWest Partners IX, LP

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIANOS PHILIP T

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ORONSKY ARNOLD L

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kliman Gilbert H

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Holmes W Stephen

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kjellson Nina S

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pepper Douglas A

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CLEVELAND BRUCE A

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NASR KHALED

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Convertible Preferred Stock is convertible into Common Stock on a one for one basis, at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

2. The shares are held by InterWest Partners IX, L.P. ("IW9"). InterWest Management Partners IX, LLC ("IMP9"), the general partner of IW9, has sole voting and investment control over the shares held by IW9. Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold Oronsky are the managing directors of IMP9. Bruce A. Cleveland, Nina Kjellson, Khaled A. Nasr and Douglas A. Pepper are the venture members of IMP9. Each of the managing directors and venture members share voting and investment control with respect to the share held by IW9 and disclaims beneficial ownership of the shares reported herein, except to the extent of his or her respective pecuniary interest therein.

3. The Series B Convertible Preferred Stock is convertible into Common Stock on a one for one basis, at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

4. The Convertible Promissory Note is convertible into the number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing the entire principal amount and 184 days of accrued interest on the Convertible Promissory Note by 80% of the initial public offering price of $5.00 per share of the Issuer's Common Stock, automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

5. The Convertible Promissory Note is convertible into the number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing the entire principal amount and 41 days of accrued interest on the Convertible Promissory Note by 80% of the initial public offering price of $5.00 per share of the Issuer's Common Stock, automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

Remarks:

Exhibit List Exhibit 24 - Powers of Attorney Exhibit 99 - Form 3 Joint Filter Information

	By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC	04/08/2015
	By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC, the General Partner of InterWest Partners IX, L.P.	04/08/2015
	By: /s/ Karen A. Wilson, Attorney-in-Fact for Philip T. Gianos	04/08/2015
	By: /s/ Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky	04/08/2015
	By: /s/ Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman	04/08/2015
	By: /s/ Karen A. Wilson, Attorney-in-Fact for W. Stephen Holmes	04/08/2015
	By: /s/ Karen A. Wilson, Attorney-in-Fact for Nina Kjellson	04/08/2015
	By: /s/ Karen A. Wilson, Attorney-in-Fact for Douglas Pepper	04/08/2015
	By: /s/ Karen A. Wilson, Attorney-in-Fact for Bruce Cleveland	04/08/2015
	By: /s/ Karen A. Wilson, Attorney-in-Fact for Khaled Nasr	04/08/2015
	** Signature of Reporting Person	Date
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