| 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) 10/01/2018 | 3. Issuer Name and Ticker or Trading Symbol Achaogen, Inc. [ AKAO ] | |||||||||||||
| 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 | |||
|---|---|---|---|
| 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) |
| Common Stock | 27,434(1) | D | |
| 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 | ||||
| Stock Option (Right to Buy) | (2) | 06/26/2024 | Common Stock | 17,160 | 14.89 | D | |
| Stock Option (Right to Buy) | (3) | 09/24/2025 | Common Stock | 18,000 | 6.99 | D | |
| Stock Option (Right to Buy) | (4) | 02/26/2026 | Common Stock | 18,000 | 3.65 | D | |
| Stock Option (Right to Buy) | (5) | 02/26/2026 | Common Stock | 20,000 | 3.65 | D | |
| Stock Option (Right to Buy) | (5) | 09/23/2026 | Common Stock | 18,000 | 4.34 | D | |
| Stock Option (Right to Buy) | (6) | 02/22/2027 | Common Stock | 36,000 | 23.62 | D | |
| Stock Option (Right to Buy) | (7) | 02/22/2027 | Common Stock | 9,000 | 23.62 | D | |
| Stock Option (Right to Buy) | (8) | 02/08/2028 | Common Stock | 28,000 | 10.64 | D | |
| Stock Option (Right to Buy) | (9) | 09/11/2028 | Common Stock | 65,000 | 4.79 | D | |
| Explanation of Responses: |
| 1. Includes 17,736 Restricted Stock Units. |
| 2. The option is fully vested and exercisable. |
| 3. The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of September 25, 2015, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. |
| 4. The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of February 19, 2016, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date. |
| 5. The shares subject to the option shall vest on the following schedule: (i) 40% of the shares subject to the option will vest when the 30-day average closing price of the Issuer's Common Stock is at least $12.00 per share; (ii) 40% of the shares subject to the option will vest when the 30-day average closing price of the Issuers's Common Stock is at least $25.00 per share; and (iii) 20% of the shares subject to the option will vest when the 30-day average closing price of the Issuer's Common Stock is at least $55.00 per share, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date and as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like. |
| 6. The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of February 22, 2017, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. |
| 7. The shares subject to the option shall vest on the following schedule: (i) 40% of the shares subject to the option will vest when the 30-day average closing price of the Issuer's Common Stock is at least $30.00 per share; (ii) 40% of the shares subject to the option will vest when the 30-day average closing price of the Issuers's Common Stock is at least $40.00 per share; and (iii) 20% of the shares subject to the option will vest when the 30-day average closing price of the Issuer's Common Stock is at least $55.00 per share, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date and as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like. |
| 8. The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of February 8, 2018, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. |
| 9. 40% of the shares subject to the option vest and become exercisable on the one year anniversary of September 11, 2018, and 60% of the shares subject to the option vest and become exercisable on the two year anniversary of September 11, 2018, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date. |
| /s/ Zeryn Sarpangal | 10/11/2018 | |
| ** 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. | ||
