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) 10/17/2018 | 3. Issuer Name and Ticker or Trading Symbol PhaseBio Pharmaceuticals Inc [ PHAS ] | |||||||||||||
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) |
Common Stock | 45,194 | I | By the Mow Trust dated April 17, 2008(1) |
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 B Preferred Stock | (2) | (2) | Common Stock | 3,505 | (2) | I | By the Mow Trust dated April 17, 2008(1) |
Warrants to Purchase Series B Preferred Stock | (3) | (3) | Series B Preferred Stock(2) | 310 | 0.12 | D | |
Employee Stock Option (right to buy) | 12/03/2016 | 12/21/2022 | Common Stock | 19,913 | 2.27 | D | |
Employee Stock Option (right to buy) | (4) | 12/21/2022 | Common Stock | 32,553 | 2.27 | D | |
Employee Stock Option (right to buy) | 03/14/2018 | 03/31/2024 | Common Stock | 19,131 | 1.24 | D | |
Employee Stock Option (right to buy) | 10/08/2018 | 11/04/2024 | Common Stock | 177,767 | 1.24 | D | |
Employee Stock Option (right to buy) | (5) | 05/12/2026 | Common Stock | 127,424 | 1.69 | D | |
Employee Stock Option (right to buy) | (6) | 04/21/2027 | Common Stock | 22,597 | 1.44 | D | |
Employee Stock Option (right to buy) | (7) | 05/03/2028 | Common Stock | 22,597 | 2.26 | D |
Explanation of Responses: |
1. The reporting person and his wife are joint trustees of the Mow Trust dated April 17, 2008 and share voting and dispositive power for such shares. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
2. Each share of Preferred Stock is convertible at any time at the option of the holder into Common Stock, has no expiration date and will convert into shares of Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering. |
3. The warrants are immediately exercisable and terminate upon the closing of the Issuer's initial public offering. |
4. The shares subject to the option shall vest upon the consummation by the Issuer of a "liquidation event," defined as any liquidation, dissolution or winding up of the Issuer, including by acquisition of the Issuer by another entity (unless the Issuer's stockholders hold at least 50% of the voting power of the surviving or acquiring entity) or the sale, lease or other disposition of all or substantially all of the Issuer's assets. |
5. The shares subject to the option shall vest in equal monthly installments over 48 months from March 1, 2016, subject to the reporting person's continued service through each such date. |
6. The shares subject to the option shall vest in equal monthly installments over 48 months from March 1, 2017, subject to the reporting person's continued service through each such date. |
7. The shares subject to the option shall vest in equal monthly installments over 48 months from March 1, 2018, subject to the reporting person's continued service through each such date. |
Remarks: |
Exhibit List - Exhibit 24 - Power of Attorney |
/s/ Darren K. DeStefano, Attorney-in-Fact | 10/17/2018 | |
** 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. |