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 Carbylan Therapeutics, Inc. [ CBYL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/14/2015 | ||||||||||||||||||||||||||
| 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 | 04/14/2015 | C | 831,531 | A | (1) | 831,531 | I | See Footnote(2) | ||
| Common Stock | 04/14/2015 | C | 2,145,351 | A | (1) | 2,976,882 | I | See Footnote(2) | ||
| Common Stock | 04/14/2015 | C | 466,357 | A | (3) | 3,443,239 | I | See Footnote(2) | ||
| Common Stock | 04/14/2015 | C | 365,957 | A | (4) | 3,809,196 | I | See Footnote(2) | ||
| Common Stock | 04/14/2015 | P | 810,000 | A | $5 | 4,619,196 | I | See Footnote(2) | ||
| 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 | ||||||||
| Series A Convertible Preferred Stock | (1) | 04/14/2015 | C | 831,531 | (1) | (1) | Common Stock | 831,531 | (1) | 0 | I | See Footnote(2) | |||
| Series B Convertible Preferred Stock | (1) | 04/14/2015 | C | 2,145,351 | (1) | (1) | Common Stock | 2,145,351 | (1) | 0 | I | See Footnote(2) | |||
| Convertible Promissory Note | (3) | 04/14/2015 | C | 466,357 | (3) | (3) | Common Stock | 466,357 | (3) | 0 | I | See Footnote(2) | |||
| Convertible Promissory Note | (4) | 04/14/2015 | C | 365,957 | (4) | (4) | Common Stock | 365,957 | (4) | 0 | 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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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. Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into Common Stock on a one for one basis without payment or further consideration, 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 respective pecuniary interest therein. |
| 3. 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. |
| 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 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 99 - Form 4 Joint Filer Information |
| By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC | 04/14/2015 | |
| By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC, the General Partner of InterWest Partners IX, L.P. | 04/14/2015 | |
| By: /s/ Karen A. Wilson, Attorney-in-Fact for Philip T. Gianos | 04/14/2015 | |
| By: /s/ Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky | 04/14/2015 | |
| By: /s/ Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman | 04/14/2015 | |
| By: /s/ Karen A. Wilson, Attorney-in-Fact for W. Stephen Holmes | 04/14/2015 | |
| By: /s/ Karen A. Wilson, Attorney-in-Fact for Nina Kjellson | 04/14/2015 | |
| By: /s/ Karen A. Wilson, Attorney-in-Fact for Douglas Pepper | 04/14/2015 | |
| By: /s/ Karen A. Wilson, Attorney-in-Fact for Bruce Cleveland | 04/14/2015 | |
| By: /s/ Karen A. Wilson, Attorney-in-Fact for Khaled Nasr | 04/14/2015 | |
| ** 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. | ||