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) 05/17/2016 | ||||||||||||||
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 | 1,243,242(1)(2) | I | By 5AM Ventures II, LP(3) |
Common Stock | 49,057(1)(4) | I | By 5AM Co-Investors II, LP(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 |
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. Reflects a 1-for-10.656096 reverse stock split effected on May 17, 2016. |
2. These shares were reported on the reporting person's original Form 3 as 1,201,390 shares of common stock. These shares have been (i) decreased to reflect the withholding of shares due to cashless exercise of warrants and (ii) increased to reflect an adjustment in the applicable conversion price of certain convertible promissory notes to correct an error in the previously applied conversion price, each of which occurred prior to the reporting person's obligation to file a Form 3. |
3. 5AM Partners II LLC is the general partner of each of 5AM Ventures II, LP and 5AM Co-Investors II, LP ("5AM Ventures"). Andrew J. Schwab, John Diekman and Scott M. Rocklage are the managing members of 5AM Partners II LLC and are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own shares held by 5AM Ventures. Dr. Ulevitch is a member of and owns an interest in 5AM Partners II LLC. Accordingly, Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch may be deemed to beneficially own the securities held by 5AM Ventures. Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch each disclaims beneficial ownership of these securities and this disclosure shall not be deemed an admission that Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose. |
4. These shares were reported on the reporting person's original Form 3 as 47,406 shares of common stock. These shares have been (i) decreased to reflect the withholding of shares due to cashless exercise of warrants and (ii) increased to reflect an adjustment in the applicable conversion price of certain convertible promissory notes to correct an error in the previously applied conversion price, each of which occurred prior to the reporting person's obligation to file a Form 3. |
/s/ Andrew J. Schwab, Managing Member of 5AM Partners II LLC | 05/23/2016 | |
/s/ Andrew J. Schwab, Managing Member of the general partner of 5AM Ventures II, LP | 05/23/2016 | |
/s/ Andrew J. Schwab, Managing Member of the general partner of 5AM Co-Investors II, LP | 05/23/2016 | |
/s/ Richard J. Ulevitch | 05/23/2016 | |
/s/ Andrew J. Schwab | 05/23/2016 | |
/s/ Scott M. Rocklage | 05/23/2016 | |
/s/ John Diekman | 05/23/2016 | |
** 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. |