| 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 Deciphera Pharmaceuticals, Inc. [ DCPH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/02/2017 | ||||||||||||||||||||||||||
| 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 | 10/02/2017 | C | 839,110 | A | (1) | 839,110 | I | See Footnote(2)(3) | ||
| Common Stock | 10/02/2017 | C | 1,118,722 | A | (1) | 1,957,832 | I | See Footnote(2)(3) | ||
| Common Stock | 10/02/2017 | C | 279,703 | A | (1) | 279,703 | I | See Footnote(4)(5) | ||
| Common Stock | 10/02/2017 | C | 1,118,722 | A | (1) | 1,398,425 | I | See Footnote(4)(5) | ||
| Common Stock | 10/02/2017 | C | 372,883 | A | (1) | 1,771,308 | I | See Footnote(4)(5) | ||
| Common Stock | 10/02/2017 | P | 375,000 | A | $17 | 2,146,308 | I | See Footnote(4)(5) | ||
| 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 B-1 Preferred Stock | (1) | 10/02/2017 | C | 148,515 | (1) | (1) | Common Stock | 839,110 | $0.00 | 0 | I | See Footnote(2)(3) | |||
| Series B-2 Preferred Stock | (1) | 10/02/2017 | C | 198,004 | (1) | (1) | Common Stock | 1,118,722 | $0.00 | 0 | I | See Footnote(2)(3) | |||
| Series B-1 Preferred Stock | (1) | 10/02/2017 | C | 49,505 | (1) | (1) | Common Stock | 279,703 | $0.00 | 0 | I | See Footnote(4)(5) | |||
| Series B-2 Preferred Stock | (1) | 10/02/2017 | C | 198,004 | (1) | (1) | Common Stock | 1,118,722 | $0.00 | 0 | I | See Footnote(4)(5) | |||
| Series C Preferred Stock | (1) | 10/02/2017 | C | 65,997 | (1) | (1) | Common Stock | 372,883 | $0.00 | 0 | I | See Footnote(4)(5) | |||
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. Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into 5.65 shares of common stock of the Issuer. |
| 2. The reportable securities are owned directly by New Leaf Ventures III, L.P. ("NLV III"). New Leaf Venture Associates III, L.P. ("NLV Associates III") is the sole general partner of NLV III. New Leaf Venture Management III, L.L.C. ("NLV Management III") is the sole general partner of NLV Associates III. New Leaf Venture Partners, L.L.C. ("NLVP") is the investment adviser of NLV III. Each of NLV Associates III and NLV Management III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLV Associates III or NLV Management III are beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| 3. (Continuation from footnote 2) Each of Liam Ratcliffe, a member of the Issuer's board of directors, Jeani Delagardelle, Ronald M. Hunt and Vijay K. Lathi (each, a "Member" and collectively, the "Members") is a member of NLV Management III and may be deemed to have shared voting and dispositive power of these securities. Each of the Members 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 respective pecuniary interests therein. |
| 4. The reportable securities are owned directly by New Leaf Biopharma Opportunities I, L.P. ("Biopharma I"). New Leaf BPO Associates I, L.P. ("NLBA I") is the sole general partner of Biopharma I. NLV Management III is the sole general partner of NLBA I. NLVP is the investment adviser of Biopharma I. Each of NLBA I and NLV Management III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA I or NLV Management III are beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| 5. (Continuation from footnote 4) Each of the Members may be deemed to have shared voting and dispositive power of these securities. Each of the Members 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 respective pecuniary interests therein. |
| Remarks: |
| /s/ Craig Slutzkin, attorney-in-fact for New Leaf Ventures III, L.P. | 10/02/2017 | |
| /s/ Craig Slutzkin, attorney-in-fact for New Leaf Biopharma Opportunities I, L.P. | 10/02/2017 | |
| /s/ Craig Slutzkin, attorney-in-fact for New Leaf Venture Associates III, L.P. | 10/02/2017 | |
| /s/ Craig Slutzkin, attorney-in-fact for New Leaf BPO Associates I, L.P. | 10/02/2017 | |
| /s/ Craig Slutzkin, attorney-in-fact for New Leaf Venture Management III, L.L.C. | 10/02/2017 | |
| ** 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. | ||
