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) 06/20/2018 | 3. Issuer Name and Ticker or Trading Symbol AVROBIO, Inc. [ AVRO ] | |||||||||||||
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) |
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 Preferred Stock | (1) | (1) | Common Stock | 9,435,150 | (1) | I | See Footnote(2) |
Series B Preferred Stock | (1) | (1) | Common Stock | 2,805,179 | (1) | I | See Footnote(2) |
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. All series of Convertible Preferred Stock shall automatically convert on a 4.132-for-1 basis into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering and have no expiration date. |
2. The shares are held directly by Clarus Lifesciences III, L.P. ("Clarus"). The general partner of Clarus is Clarus Ventures III GP, L.P. ("GPLP"). Clarus Ventures III, LLC ("LLC") is the general partner of GPLP. Each of Nicholas Galakatos, Dennis Henner, Robert Liptak, Scott Requadt, Nicholas Simon, and Kurt Wheeler, as individual managing directors of the LLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Requadt, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest. Mr. Requadt is a member of LLC and a member of the Issuer's board of directors. Mr. Requadt disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein, if any. |
Remarks: |
Exhibit 24 - Power of Attorney |
Clarus Lifesciences III, L.P., BY: its General Partner, Clarus Ventures III GP, L.P., BY: its General Partner, Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak | 06/20/2018 | |
Clarus Ventures III GP, L.P., BY: its General Partner, Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak | 06/20/2018 | |
Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak | 06/20/2018 | |
** 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. |