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 Ra Pharmaceuticals, Inc. [ RARX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/31/2016 | ||||||||||||||||||||||||||
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 | 10/31/2016 | X | 63,019 | A | $0.07(2) | 80,161 | I | See footnote(1) | ||
Common Stock | 10/31/2016 | S(2) | 340 | D | $13(2) | 79,821 | I | See footnote(1) | ||
Common Stock | 10/31/2016 | C | 1,392,130 | A | (3) | 1,471,951 | I | See footnote(1) | ||
Common Stock | 10/31/2016 | C | 523,438 | A | (4) | 1,995,389 | I | See footnote(1) | ||
Common Stock | 10/31/2016 | C | 486,919 | A | (5) | 2,482,308 | I | See footnote(1) | ||
Common Stock | 10/31/2016 | C | 542,702 | A | (4) | 3,025,010 | I | See footnote(6) | ||
Common Stock | 10/31/2016 | C | 73,945 | A | (5) | 3,098,955 | I | See footnote(7) | ||
Common Stock | 10/31/2016 | C | 504,839 | A | (4) | 3,603,794 | I | See footnote(6) | ||
Common Stock | 10/31/2016 | C | 68,786 | A | (5) | 3,672,580 | I | See footnote(7) | ||
Common Stock | 10/31/2016 | P | 263,538 | A | $13 | 3,936,118 | I | See footnote(1) | ||
Common Stock | 10/31/2016 | P | 114,752 | A | $13 | 4,050,870 | I | See footnote(6) | ||
Common Stock | 10/31/2016 | P | 15,633 | A | $13 | 4,066,503 | I | See footnote(7) |
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 | ||||||||
Warrants to Purchase Common Stock | $0.07(2) | 10/31/2016 | X | 63,019 | (2) | 04/01/2022 | Common Stock | 63,019 | $0 | 0 | I | See footnote(1) | |||
Series A Preferred Stock | (3) | 10/31/2016 | C | 9,744,916 | (3) | (3) | Common Stock | 1,392,130 | (3) | 0 | I | See footnote(1) | |||
Series B-1 Preferred Stock | (4) | 10/31/2016 | C | 3,664,071 | (4) | (4) | Common Stock | 523,438 | (4) | 0 | I | See footnote(1) | |||
Series B-2 Preferred Stock | (5) | 10/31/2016 | C | 3,408,439 | (5) | (5) | Common Stock | 486,919 | (5) | 0 | I | See footnote(1) | |||
Series B-1 Preferred Stock | (4) | 10/31/2016 | C | 3,798,914 | (4) | (4) | Common Stock | 542,702 | (4) | 0 | I | See footnote(6) | |||
Series B-2 Preferred Stock | (5) | 10/31/2016 | C | 517,617 | (5) | (5) | Common Stock | 73,945 | (5) | 0 | I | See footnote(7) | |||
Series B-1 Preferred Stock | (4) | 10/31/2016 | C | 3,533,875 | (4) | (4) | Common Stock | 504,839 | (4) | 0 | I | See footnote(6) | |||
Series B-2 Preferred Stock | (5) | 10/31/2016 | C | 481,503 | (5) | (5) | Common Stock | 68,786 | (5) | 0 | I | See footnote(7) |
Explanation of Responses: |
1. The securities are held by Morgenthaler Venture Partners IX, L.P. ("MVP IX"). The general partner of MVP IX is Morgenthaler Management Partners IX, LLC ("MMP IX"). MMP IX may be deemed to indirectly beneficially own the securities directly held by MVP IX. Jason Lettmann, a director of the Issuer, is a Member of MMP IX and as such, shares voting and investment power over the securities directly held by MVP IX. MMP IX and Jason Lettmann disclaim beneficial ownership of the securities held by MVP IX except to the extent of their respective pecuniary interests therein. |
2. The Warrants were automatically exercised immediately prior to the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision, resulting in the Issuer withholding 340 of the warrant shares to pay the aggregate exercise price, using the offering price in the Issuer's initial public offering of $13.00, and issuing to the reporting person the remaining 62,679 shares. |
3. Each share of the Series A Preferred Stock converted into Common Stock on a 1-for-7 basis automatically and without additional consideration upon the closing of the Issuer's initial public offering, and had no expiration date. |
4. Each share of the Series B-1 Preferred Stock converted into Common Stock on a 1-for-7 basis automatically and without additional consideration upon the closing of the Issuer's initial public offering, and had no expiration date. |
5. Each share of the Series B-2 Preferred Stock converted into Common Stock on a 1-for-7 basis automatically and without additional consideration upon the closing of the Issuer's initial public offering, and had no expiration date. |
6. Shares held by Lightstone Ventures, L.P. LSV Associates, LLC, or LSV GP, is the General Partner of Lightstone Ventures, L.P. ("LSV"). LSV GP and the managing directors of LSV GP disclaim beneficial ownership of the shares held by LSV except to the extent of their pecuniary interest therein. |
7. Shares held by Lightstone Ventures (A), L.P. LSV GP is the General Partner of Lightstone Ventures (A), L.P. ("LSV-A"). LSV GP and the managing directors of LSV GP disclaim beneficial ownership of the shares held by LSV-A except to the extent of their pecuniary interest therein. |
/s/ Benjamin Piper, Attorney-in-Fact | 10/31/2016 | |
** 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 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. |