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 PROTEOSTASIS THERAPEUTICS, INC. [ PTI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/17/2016 | ||||||||||||||||||||||||||
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 | 02/17/2016 | C | 1,774,295(1) | A | (1) | 1,774,295 | I | See Footnote(2) | ||
Common Stock | 02/17/2016 | P | 375,000(3) | A | $8 | 2,149,295 | 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 Redeemable Preferred Stock | (4) | 02/17/2016 | C | 11,600,000 | (4) | (4) | Common Stock | 1,559,707(5) | $0.00 | 0 | I | See Footnote(2) | |||
Series B Convertible Redeemable Preferred Stock | (4) | 02/17/2016 | C | 2,319,750 | (4) | (4) | Common Stock | 214,588 | $0.00 | 0 | I | See Footnote(2) | |||
Series A Convertible Preferred Warrant (Right to Buy) | $1 | 02/17/2016 | J(6) | 160,000 | 07/08/2008 | 07/08/2018 | Series A Preferred Stock | 160,000 | $0.00 | 0 | I | See Footnote(2) | |||
Common Stock Warrant (Right to Buy) | $10.8102 | 02/17/2016 | J(6) | 14,800 | 07/08/2008 | 07/08/2018 | Common Stock | 14,800 | $0.00 | 14,800 | 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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Explanation of Responses: |
1. This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series A Convertible Redeemable Preferred Stock (the "Series A Shares"), the payment of accrued dividends on the Series A Shares and the conversion of the Issuer's Series B Convertible Redeemable Preferred Stock ( collectively, the "Preferred Shares"). |
2. The securities are held of record by HealthCare Ventures VIII, L.P. ("HCVVIII"). HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII, LLC (the "LLC") is the General Partner of HCPVIII. Each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor are the managing directors of the LLC and exercise shared voting and investment power with respect to the shares owned by HCVVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. Dr. Mirabelli is also a director of the issuer. |
3. These securities were purchased in the initial public offering of the Issuer. |
4. The Preferred Shares automatically converted into Issuer Common Stock on a 10.8102-to-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Preferred Shares were convertible at any time at the election of the Reporting Person and had no expiration date. |
5. These securities include shares of Issuer Common Stock received as payment for accrued dividends on the Series A Shares. |
6. This transaction represents a deemed disposition of warrants to purchase Series A Shares and a deemed acquisition of warrants to purchase shares of Issuer Common Stock on a 10.8102-to-1 basis, which occurred automatically upon the closing of the initial public offering of the Issuer without payment or further consideration. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrants. |
Remarks: |
/s/ Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli | 02/17/2016 | |
/s/ Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VII, L.P. | 02/17/2016 | |
/s/ Jeffrey B. Steinberg, Attorney-in-Fact for James H. Cavanaugh | 02/17/2016 | |
/s/ Jeffrey B. Steinberg, Administrative Officer of HealthCare Partners VIII LLC | 02/17/2016 | |
/s/ Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VIII, L.P. | 02/17/2016 | |
/s/ Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor | 02/17/2016 | |
/s/ Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild | 02/17/2016 | |
/s/ Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner | 02/17/2016 | |
** 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. |