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) 06/21/2016 | 3. Issuer Name and Ticker or Trading Symbol SELECTA BIOSCIENCES INC [ SELB ] | |||||||||||||
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 | 765 | I | See Footnotes(1)(2) |
Common Stock | 268 | I | See Footnotes(3)(4) |
Common Stock | 392 | I | See Footnotes(5)(6) |
Common Stock | 39,317 | I | See Footnotes(7)(8) |
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 A Convertible Preferred Stock | (9) | (9) | Common Stock | 6,494 | (9) | I | See Footnotes(1)(2) |
Series A Convertible Preferred Stock | (9) | (9) | Common Stock | 2,282 | (9) | I | See Footnotes(3)(4) |
Series A Convertible Preferred Stock | (9) | (9) | Common Stock | 3,332 | (9) | I | See Footnotes(5)(6) |
Series A Convertible Preferred Stock | (9) | (9) | Common Stock | 333,207 | (9) | I | See Footnotes(7)(8) |
Series B Convertible Preferred Stock | (9) | (9) | Common Stock | 11,875 | (9) | I | See Footnotes(1)(2) |
Series B Convertible Preferred Stock | (9) | (9) | Common Stock | 4,174 | (9) | I | See Footnotes(3)(4) |
Series B Convertible Preferred Stock | (9) | (9) | Common Stock | 6,093 | (9) | I | See Footnotes(5)(6) |
Series B Convertible Preferred Stock | (9) | (9) | Common Stock | 609,316 | (9) | I | See Footnotes(7)(8) |
Series C Convertible Preferred Stock | (9) | (9) | Common Stock | 4,420 | (9) | I | See Footnotes(1)(2) |
Series C Convertible Preferred Stock | (9) | (9) | Common Stock | 1,553 | (9) | I | See Footnotes(3)(4) |
Series C Convertible Preferred Stock | (9) | (9) | Common Stock | 2,267 | (9) | I | See Footnotes(5)(6) |
Series C Convertible Preferred Stock | (9) | (9) | Common Stock | 226,801 | (9) | I | See Footnotes(7)(8) |
Series D Convertible Preferred Stock | (9) | (9) | Common Stock | 4,647 | (9) | I | See Footnotes(1)(2) |
Series D Convertible Preferred Stock | (9) | (9) | Common Stock | 1,632 | (9) | I | See Footnotes(3)(4) |
Series D Convertible Preferred Stock | (9) | (9) | Common Stock | 2,384 | (9) | I | See Footnotes(5)(6) |
Series D Convertible Preferred Stock | (9) | (9) | Common Stock | 238,470 | (9) | I | See Footnotes(7)(8) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 3,078 | (9) | I | See Footnotes(1)(2) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 1,082 | (9) | I | See Footnotes(3)(4) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 1,579 | (9) | I | See Footnotes(5)(6) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 157,957 | (9) | I | See Footnotes(7)(8) |
Common Warrants | 07/24/2015 | 07/24/2018 | Common Stock | 389 | 17.55 | I | See Footnotes(1)(2) |
Common Warrants | 07/24/2015 | 07/24/2018 | Common Stock | 136 | 17.55 | I | See Footnotes(3)(4) |
Common Warrants | 07/24/2015 | 07/24/2018 | Common Stock | 199 | 17.55 | I | See Footnotes(5)(6) |
Common Warrants | 07/24/2015 | 07/24/2018 | Common Stock | 19,990 | 17.55 | I | See Footnotes(7)(8) |
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. The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"). Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVPE V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
2. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V. Amir Nashat ("Nashat"), who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPE V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. |
3. The reportable securities are owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). PVM V is the general partner of PVPFF V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
4. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPFF V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. |
5. The reportable securities are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). PVM V is the general partner of PVPSFF V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
6. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPSFF V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. |
7. The reportable securities are owned directly by Polaris Venture Partners V, L.P. ("PVP V"). PVM V is the general partner of PVP V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
8. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVP V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. |
9. The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C. | 06/21/2016 | |
/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P. | 06/21/2016 | |
/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P. | 06/21/2016 | |
/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P. | 06/21/2016 | |
/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P. | 06/21/2016 | |
** 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 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. |