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) |
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 1 Preferred Stock | (1) | (1) | Common Stock | 52,690 | (1) | I | By Hatteras Venture Partners I, LP(2) |
Series 1 Preferred Stock | (1) | (1) | Common Stock | 42,530 | (1) | I | By Hatteras Venture Partners III, LP(3) |
Series 1 Preferred Stock | (1) | (1) | Common Stock | 3,862 | (1) | I | By Hatteras Venture Affiliates III, LP(3) |
Series 1 Preferred Stock | (1) | (1) | Common Stock | 4,846 | (1) | I | By Catalysta Ventures, LLC(2) |
Series AA Preferred Stock | (1) | (1) | Common Stock | 174,699 | (1) | I | By Hatteras Venture Partners III, LP(3) |
Series AA Preferred Stock | (1) | (1) | Common Stock | 13,609 | (1) | I | By Hatteras Venture Affiliates III, LP(3) |
Series B Preferred Stock | (1) | (1) | Common Stock | 1,026,161 | (1) | I | By Hatteras Venture Partners III, LP(3) |
Series B Preferred Stock | (1) | (1) | Common Stock | 93,185 | (1) | I | By Hatteras Venture Affiliates III, LP(3) |
Series C-1 Preferred Stock | (1) | (1) | Common Stock | 103,001 | (1) | I | By Hatteras Venture Partners III, LP(3) |
Series C-1 Preferred Stock | (1) | (1) | Common Stock | 9,353 | (1) | I | By Hatteras Venture Affiliates III, LP(3) |
Series D Preferred Stock | (1) | (1) | Common Stock | 272,107 | (1) | I | By Hatteras Venture Partners III, LP(3) |
Series D Preferred Stock | (1) | (1) | Common Stock | 24,709 | (1) | I | By Hatteras Venture Affiliates III, LP(3) |
Series D Preferred Stock | (1) | (1) | Common Stock | 226,061 | (1) | I | By Venture Capital Multiplier Fund(3) |
Warrants to Purchase Series B Preferred Stock | (4) | 12/22/2019 | Series B Preferred Stock(1) | 7,910 | 9.66 | I | By Hatteras Venture Partners III, LP(3) |
Warrants to Purchase Series B Preferred Stock | (4) | (5) | Series B Preferred Stock(1) | 19,061 | 0.12 | I | By Hatteras Venture Partners III, LP(3) |
Warrants to Purchase Series B Preferred Stock | (4) | 12/22/2019 | Series B Preferred Stock(1) | 718 | 9.66 | I | By Hatteras Venture Affiliates III, LP(3) |
Warrants to Purchase Series B Preferred Stock | (4) | (5) | Series B Preferred Stock(1) | 1,731 | 0.12 | I | By Hatteras Venture Affiliates III, LP(3) |
Warrants to Purchase Series C-1 Preferred Stock | (4) | (5) | Series C-1 Preferred Stock(1) | 47,458 | 0.12 | I | By Hatteras Venture Partners III, LP(3) |
Warrants to Purchase Series C-1 Preferred Stock | (4) | (5) | Series C-1 Preferred Stock(1) | 4,309 | 0.12 | I | By Hatteras Venture Affiliates III, LP(3) |
Warrants to Purchase Series C-1 Preferred Stock | (4) | (5) | Series C-1 Preferred Stock(1) | 41,414 | 0.12 | I | By Venture Capital Multiplier Fund(3) |
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. 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 upon the closing of the Issuer's initial public offering. |
2. Catalysta Ventures, LLC ("Catalysta") is under common control with Hatteras Venture Advisors III, LLC ("HVA III"). Catalysta is the general partner of Hatteras Venture Partners I, LP ("HVP I"). The securities held directly by HVP I are indirectly held by Catalysta, which may be deemed to share voting and dispositive power with regard to the securities directly held by HVP I. Catalysta disclaims beneficial ownership of the securities held by HVP I except to the extent of its pecuniary interest therein. The individual managers of Catalysta are Clay B. Thorp and John Crumpler (the "Managers"), who may be deemed to share voting and dispositive power with regard to the securities held directly by Catalysta and HVP I. The Managers disclaim beneficial ownership of the securities held by Catalysta and HVP I except to the extent of their pecuniary interest therein. Mr. Thorp is a director of the Issuer and files Section 16 reports separately. |
3. HVA III is the general partner of Hatteras Venture Partners III, LP ("HVP III"), Hatteras Venture Affiliates III, LP ("HV Affiliates") and Venture Capital Multiplier Fund ("Multiplier Fund"). The securities held directly by HVP III, HV Affiliates and Multiplier Fund are indirectly held by HVA III. The individual managers of HVA III are Clay B. Thorp, Robert A. Ingram, Kenneth B. Lee, Douglas Reed, MD and John Crumpler (the "GP Directors"). HVA III and the GP Directors may be deemed to share voting and dispositive power with regard to the securities directly held by HVP III, HV Affiliates and Multiplier Fund. HVA III and the GP Directors disclaim beneficial ownership of the securities held by HVP III, HV Affiliates and Multiplier Fund except to the extent of their pecuniary interest therein. Mr. Thorp is a director of the Issuer and files Section 16 reports separately. |
4. Immediately exercisable. |
5. The warrants terminate upon the closing of the Issuer's initial public offering. |
Remarks: |
Exhibit List - Exhibit 24 Power of Attorney |
/s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Advisors III, LLC | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Partners III, LP | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Affiliates III, LP | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for Robert A. Ingram | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for Kenneth B. Lee | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for Douglas Reed | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for Venture Capital Multiplier Fund | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for John Crumpler | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for Catalysta Ventures, LLC | 10/17/2018 | |
/s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Partners I, LP | 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. |