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) 03/27/2019 | 3. Issuer Name and Ticker or Trading Symbol PRECISION BIOSCIENCES INC [ DTIL ] | |||||||||||||
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) |
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 | (1) | (1) | Common Stock | 4,450(1) | (1) | D | |
Series B Preferred Stock | (1) | (1) | Common Stock | 114,570 | (1) | I | By ArrowMark Life Science Fund, LP(2) |
Series B Preferred Stock | (1) | (1) | Common Stock | 4,450(1) | (1) | I | By THB Iron Rose, LLC Life Science Portfolio(3) |
Explanation of Responses: |
1. Each share of Series B Preferred Stock is convertible at the holder's election into approximately 0.468452971537734 share of the common stock of Precision BioSciences, Inc. (the "Issuer") (on an adjusted basis, after giving effect to the 1-for-2.134686 reverse stock split effected by the Issuer in connection with its initial public offering) and has no expiration date. The Series B Preferred Stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. |
2. These securities are held of record by ArrowMark Life Science Fund, LP (the "ArrowMark Fund"), and ArrowMark Colorado Holdings LLC ("ArrowMark Colorado") is an investment advisor to the ArrowMark Fund. The reporting person is employed as a portfolio manager for ArrowMark Colorado and has direct voting and dispositive control over the shares held by the ArrowMark Fund. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
3. These securities are held of record by THB Iron Rose, LLC Life Science Portfolio (the "THB Fund"), and ArrowMark Colorado is an investment advisor to the THB Fund. The reporting person is employed as a portfolio manager for ArrowMark Colorado and has direct voting and dispositive control over the shares held by the THB Fund. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Abid Ansari, Attorney-in-fact for Tony Dung-Ling Yao | 03/27/2019 | |
** 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 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. |