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 Allena Pharmaceuticals, Inc. [ ALNA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/06/2017 | ||||||||||||||||||||||||||
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 | 11/06/2017 | C | 2,830,373 | A | (1)(2)(3) | 2,830,373 | I | By Frazier Healthcare VI, L.P.(4) | ||
Common Stock | 11/06/2017 | P | 500,000 | A | $14 | 3,330,373 | I | By Frazier Healthcare VI, L.P.(4) |
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 Preferred Stock | (1) | 11/06/2017 | C | 6,122,448 | (1) | (5) | Common Stock | 1,466,805 | $0.00 | 0 | I | By Frazier Healthcare VI, L.P.(4) | |||
Series B Preferred Stock | (2) | 11/06/2017 | C | 4,629,630 | (2) | (5) | Common Stock | 1,109,159 | $0.00 | 0 | I | By Frazier Healthcare VI, L.P.(4) | |||
Series C Preferred Stock | (3) | 11/06/2017 | C | 1,061,904 | (3) | (5) | Common Stock | 254,409 | $0.00 | 0 | I | By Frazier Healthcare VI, L.P.(4) |
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 Series A Preferred Stock automatically converted into Common Stock of the Issuer on a 4.174-to-1 basis upon closing of the initial public offering of the Issuer. |
2. The Series B Preferred Stock automatically converted into Common Stock of the Issuer on a 4.174-to-1 basis upon closing of the initial public offering of the Issuer. |
3. The Series C Preferred Stock automatically converted into Common Stock of the Issuer on a 4.174-to-1 basis upon closing of the initial public offering of the Issuer. |
4. The securities are held by Frazier Healthcare VI, L.P. ("Frazier VI"). FHM VI, L.P. ("FHM LP") is the general partner of Frazier VI and FHM VI, L.L.C. ("FHM LLC") is the general partner of FHM LP. Each of FHM LLC and FHM LP disclaims beneficial ownership of all shares held by Frazier VI except to the extent, if any, of such entity's, as applicable, pecuniary interest therein. |
5. Not applicable. |
Remarks: |
FHM VI, LLC, /s/ Steve Bailey, Chief Financial Officer | 11/06/2017 | |
FHM VI, L.P., By: FHM VI, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer | 11/06/2017 | |
Frazier Healthcare VI, L.P., By: FHM VI, L.P., its general partner, By: FHM VI, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer | 11/06/2017 | |
** 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. |