Polaris Venture Partners Entrepreneurs' Fund V Form 4 aTYR PHARMA / Venture Management Co. V, L.L.C. Polaris ownership change

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^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

C/O POLARIS VENTURE PARTNERS,

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02541

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
aTYR PHARMA INC [ LIFE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2015		C		1,674,825	A	⁽¹⁾	1,674,825⁽²⁾	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Common Stock	05/12/2015		C		32,642	A	⁽¹⁾	32,642⁽²⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Common Stock	05/12/2015		C		11,472	A	⁽¹⁾	11,472⁽²⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Common Stock	05/12/2015		C		16,748	A	⁽¹⁾	16,748⁽²⁾	I	Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Common Stock	05/12/2015		C		89,069	A	⁽⁸⁾	1,763,894⁽⁹⁾	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Common Stock	05/12/2015		C		1,736	A	⁽⁸⁾	34,378⁽⁹⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Common Stock	05/12/2015		C		610	A	⁽⁸⁾	12,082⁽⁹⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Common Stock	05/12/2015		C		890	A	⁽⁸⁾	17,638⁽⁹⁾	I	Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			3,473,763	⁽¹⁾	⁽¹⁾	Common Stock	436,725⁽²⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			67,704	⁽¹⁾	⁽¹⁾	Common Stock	8,512⁽²⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			23,796	⁽¹⁾	⁽¹⁾	Common Stock	2,992⁽²⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			34,737	⁽¹⁾	⁽¹⁾	Common Stock	4,367⁽²⁾	$0.00	0	I	Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			4,168,683	⁽¹⁾	⁽¹⁾	Common Stock	524,090⁽²⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			81,248	⁽¹⁾	⁽¹⁾	Common Stock	10,214⁽²⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			28,556	⁽¹⁾	⁽¹⁾	Common Stock	3,590⁽²⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			41,686	⁽¹⁾	⁽¹⁾	Common Stock	5,241⁽²⁾	$0.00	0	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			4,208,756	⁽¹⁾	⁽¹⁾	Common Stock	529,128⁽²⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			82,029	⁽¹⁾	⁽¹⁾	Common Stock	10,313⁽²⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			28,831	⁽¹⁾	⁽¹⁾	Common Stock	3,624⁽²⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			42,087	⁽¹⁾	⁽¹⁾	Common Stock	5,291⁽²⁾	$0.00	0	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			1,470,577	⁽¹⁾	⁽¹⁾	Common Stock	184,882⁽²⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			28,661	⁽¹⁾	⁽¹⁾	Common Stock	3,603⁽²⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			10,074	⁽¹⁾	⁽¹⁾	Common Stock	1,266⁽²⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			14,706	⁽¹⁾	⁽¹⁾	Common Stock	1,849⁽²⁾	$0.00	0	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Series E Redeemable Convertible Preferred Stock	⁽⁸⁾	05/12/2015		C			862,318	⁽⁸⁾	⁽⁸⁾	Common Stock	89,069⁽⁹⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series E Redeemable Convertible Preferred Stock	⁽⁸⁾	05/12/2015		C			16,806	⁽⁸⁾	⁽⁸⁾	Common Stock	1,736⁽⁹⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series E Redeemable Convertible Preferred Stock	⁽⁸⁾	05/12/2015		C			5,906	⁽⁸⁾	⁽⁸⁾	Common Stock	610⁽⁹⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series E Redeemable Convertible Preferred Stock	⁽⁸⁾	05/12/2015		C			8,623	⁽⁸⁾	⁽⁸⁾	Common Stock	890⁽⁹⁾	$0.00	0	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

C/O POLARIS VENTURE PARTNERS,

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02541

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners V, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Founders' Fund V, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Special Founders' Fund V, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Explanation of Responses:

1. The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-7.95413 basis.

2. Reflects a 1-for-7.95413 stock conversion of the Issuer's Preferred Stock into Common Stock which became effective immediately prior to the closing of the Issuer's initial public offering.

3. These shares are owned directly by Polaris Venture Partners V, L.P. ("Polaris V"), whose sole general partner is Polaris Venture Management Co. V, LLC ("Polaris Management"). Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of Polaris Management. Amir Nashat ("Nashat"), who is a member of the Issuer's Board of Directors, is a member of Polaris Management. Each of Flint, McGuire and Nashat, in their respective capacities with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of Polaris V, Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Polaris Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Polaris Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Polaris Special Founders' V", and together with Polaris V, Polaris Entrepreneurs' V and Polaris Founders' V, the "Polaris V Funds").

4. (Continued from Footnote 3) Each of Flint, McGuire, Nashat and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

5. These shares are owned directly by Polaris Entrepreneurs' V, whose sole general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management. Nashat, who is a member of the Issuer's Board of Directors, is a member of Polaris Management. Each of Flint, McGuire and Nashat, in their respective capacities with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. Each of Flint, McGuire, Nashat and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

6. These shares are owned directly by Polaris Founders' V, whose sole general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management. Nashat, who is a member of the Issuer's Board of Directors, is a member of Polaris Management. Each of Flint, McGuire and Nashat, in their respective capacities with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. Each of Flint, McGuire, Nashat and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

7. These shares are owned directly by Polaris Special Founders' V, whose sole general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management. Nashat, who is a member of the Issuer's Board of Directors, is a member of Polaris Management. Each of Flint, McGuire and Nashat, in their respective capacities with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. Each of Flint, McGuire, Nashat and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

8. The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-9.6814 basis.

9. Reflects a 1-for 9.6814 stock conversion of the Issuer's Preferred Stock into Common Stock which became effective immediately prior to the closing of the Issuer's initial public offering.

Remarks:

	/s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C.	05/14/2015
	/s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., the general partner of Polaris Venture Partners V, L.P.	05/14/2015
	/s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., the general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P.	05/14/2015
	/s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., the general partner of Polaris Venture Partners Founders' Fund V, L.P.	05/14/2015
	/s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., the general partner of Polaris Venture Partners Special Founders' Fund V, L.P.	05/14/2015
	** Signature of Reporting Person	Date
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Polaris Venture Partners Entrepreneurs' Fund V Form 4aTYR PHARMA / Venture Management Co. V, L.L.C. Polaris ownership change