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) 05/17/2016 | 3. Issuer Name and Ticker or Trading Symbol PHASERX, INC. [ PZRX ] | |||||||||||||
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 | 10,048(1) | D | |
Common Stock | 2,480,670(1) | I | By ARCH Venture Fund VII, L.P.(2)(3) |
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 | ||||
Employee Stock Option (right to buy) | (4) | 03/26/2018 | Common Stock | 3,754(1) | 1.07 | D | |
Employee Stock Option (right to buy) | (5) | 09/18/2019 | Common Stock | 4,693(1) | 2.34 | D | |
Employee Stock Option (right to buy) | (6) | 09/18/2019 | Common Stock | 10,323(1) | 2.34 | D | |
Employee Stock Option (right to buy) | (7) | 06/13/2024 | Common Stock | 9,385(1) | 0.11 | D | |
Warrants to Purchase Common Stock | 02/01/2012 | (8) | Common Stock | 50,240(1) | 7.96 | I | By ARCH Venture Fund VII, L.P.(2)(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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Explanation of Responses: |
1. Reelects a 1-for-10.656096 reverse stock split effected on May 17, 2016. |
2. Securities held of record by ARCH Venture Fund VII, L.P. ("ARCH VII"). The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
3. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH Partners VII, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
4. The option vested and became exercisable in 1/24th equal installments on each monthly anniversary of the date of grant. The grant date of the option was March 26, 2008. |
5. The option vested and became exercisable in 1/48th equal installments on each monthly anniversary of August 17, 2009. The grant date of the option was September 18, 2009. |
6. Twenty-five percent (25%) of the option vested and became exercisable immediately upon the grant date, August 17, 2009, with the remainder vesting and becoming exercisable in 1/48th equal installments on monthly thereafter. |
7. The option vests in 1/48th equal installments on each monthly anniversary of the date of grant, subject to continued service to the Issuer. The grant date of the option was June 13, 2014 and the first installment became exercisable on July 13, 2014. |
8. The warrants expire at the earlier to occur of (a) February 1, 2019 or (b) the closing of the initial public offering of the Issuer's common stock. |
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P. | 05/17/2016 | |
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P. | 05/17/2016 | |
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC | 05/17/2016 | |
/s/ Steve Gillis | 05/17/2016 | |
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell | 05/17/2016 | |
/s/ Mark McDonnell , as Attorney-in-Fact for Clinton Bybee | 05/17/2016 | |
/s/ Mark McDonnell , as Attorney-in-Fact for Robert Nelsen | 05/17/2016 | |
** 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 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. |