4//SEC Filing
Vatera Healthcare Partners LLC 4
Accession 0000899243-19-004893
CIK 0001461993other
Filed
Feb 25, 7:00 PM ET
Accepted
Feb 26, 5:18 PM ET
Size
13.1 KB
Accession
0000899243-19-004893
Insider Transaction Report
Form 4
Ferro Kevin
Director10% Owner
Transactions
- Purchase
Convertible Loan
2019-02-22$8.00/sh+9,375,000$75,000,000→ 9,375,000 totalExercise: $8.00From: 2019-02-22Exp: 2025-01-06→ Common Stock (9,375,000 underlying)
Vatera Healthcare Partners LLC
Director10% Owner
Transactions
- Purchase
Convertible Loan
2019-02-22$8.00/sh+9,375,000$75,000,000→ 9,375,000 totalExercise: $8.00From: 2019-02-22Exp: 2025-01-06→ Common Stock (9,375,000 underlying)
Vatera Capital Management LLC
Director10% Owner
Transactions
- Purchase
Convertible Loan
2019-02-22$8.00/sh+9,375,000$75,000,000→ 9,375,000 totalExercise: $8.00From: 2019-02-22Exp: 2025-01-06→ Common Stock (9,375,000 underlying)
Footnotes (6)
- [F1]On February 22, 2019, pursuant to the Second Amended and Restated Senior Subordinated Convertible Loan Agreement, originally dated as of December 31, 2018, and amended and restated as of January 14, 2019 and February 22, 2019, by and between the Issuer, Vatera Healthcare Partners LLC ("VHP") and other parties thereto (the "A&R Loan Agreement"), the Issuer issued senior subordinated convertible loans ("Convertible Loans") to VHP evidencing $75,000,000 of borrowings. The Convertible Loans are convertible at the option of VHP into shares of convertible preferred stock of the Issuer at an initial conversion rate of 1.25 shares of preferred stock per $1,000 of Conversion Amount (as defined in the A&R Loan Agreement), subject to adjustment as provided in the A&R Loan Agreement (the "Loan Conversion Rate").
- [F2](continued from footnote 1) The conversion price for a conversion into preferred stock is equal to $1,000 divided by the Loan Conversion Rate. The preferred stock is further convertible at the option of each Lender into shares of common stock of the Issuer at a rate of 100 shares of common stock per one share of preferred stock (the "Common Stock Conversion Rate"). At the option of VHP, the Convertible Loans are also directly convertible into common stock at an initial conversion rate equal to the Loan Conversion Rate multiplied by the Common Stock Conversion Rate.
- [F3]The conversion price of $8.00 per share represents the conversion price of the Convertible Loans directly into common stock.
- [F4]The number of shares underlying the Convertible Loans represents the conversion of all $75,000,000 of the Convertible Loans as of February 22, 2019 directly into common stock at the conversion price of $8.00.
- [F5]Vatera Capital Management LLC ("VCM") is the manager of VHP and VHPM Holdings LLC ("VHPM") and Kevin Ferro serves as Chief Executive Officer and Managing Member of VCM. VCM and Mr. Ferro are Reporting Persons on this Form 4. Pursuant to Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), VCM and Mr. Ferro may be deemed to beneficially own the shares underlying the Convertible Loans held directly by VHP. Each of VCM and Mr. Ferro disclaims beneficial ownership of any shares underlying the Convertible Loans owned by VHP, except to the extent of its or his pecuniary interest therein. VHP may syndicate a portion of the Convertible Loans to co-investors including VHPM, among others
- [F6]Mr. Ferro serves on the Board of Directors of the Issuer (the "Board"). Solely for purposes of Section 16 of the Exchange Act, VHP, VCM and VHPM may be deemed to be directors-by-deputization as a result of the service of Mr. Ferro on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest in any and all the shares underlying the Convertible Loans by the Reporting Persons as a result of or in connection with the transactions reported in this Form 4.
Issuer
MELINTA THERAPEUTICS, INC. /NEW/
CIK 0001461993
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001722413
Filing Metadata
- Form type
- 4
- Filed
- Feb 25, 7:00 PM ET
- Accepted
- Feb 26, 5:18 PM ET
- Size
- 13.1 KB