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5//SEC Filing

BVP GP LLC 5

Accession 0001019056-13-000207

CIK 0001375200other
View on SEC.govCompany Profile

Filed

Feb 12, 7:00 PM ET

Accepted

Feb 13, 4:30 PM ET

Size

28.4 KB

Accession

0001019056-13-000207

Insider Transaction Report

Form 5
Period: 2012-12-31
NUPATHE INC.PATH
BVP GP LLC
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2012-10-23+900→ 900 total
    From: 2012-10-23→ Common Stock (900,000 underlying)
  • Purchase

    Warrant (right to buy)

    2012-10-23+900,000→ 900,000 total
    From: 2012-04-23Exp: 2017-10-23→ Common Stock (900,000 underlying)
  • Purchase

    Series A Preferred Stock

    2012-10-23+100→ 100 total
    From: 2012-10-23→ Common Stock (100,000 underlying)
  • Purchase

    Warrant (right to buy)

    2012-10-23+100,000→ 100,000 total
    From: 2012-04-23Exp: 2017-10-23→ Common Stock (100,000 underlying)
BATTELLE VENTURES, L.P.
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2012-10-23+900→ 900 total
    From: 2012-10-23→ Common Stock (900,000 underlying)
  • Purchase

    Warrant (right to buy)

    2012-10-23+900,000→ 900,000 total
    From: 2012-04-23Exp: 2017-10-23→ Common Stock (900,000 underlying)
  • Purchase

    Series A Preferred Stock

    2012-10-23+100→ 100 total
    From: 2012-10-23→ Common Stock (100,000 underlying)
  • Purchase

    Warrant (right to buy)

    2012-10-23+100,000→ 100,000 total
    From: 2012-04-23Exp: 2017-10-23→ Common Stock (100,000 underlying)
IVP GP, LLC
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2012-10-23+900→ 900 total
    From: 2012-10-23→ Common Stock (900,000 underlying)
  • Purchase

    Warrant (right to buy)

    2012-10-23+900,000→ 900,000 total
    From: 2012-04-23Exp: 2017-10-23→ Common Stock (900,000 underlying)
  • Purchase

    Series A Preferred Stock

    2012-10-23+100→ 100 total
    From: 2012-10-23→ Common Stock (100,000 underlying)
  • Purchase

    Warrant (right to buy)

    2012-10-23+100,000→ 100,000 total
    From: 2012-04-23Exp: 2017-10-23→ Common Stock (100,000 underlying)
INNOVATION VALLEY PARTNERS, L.P.
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2012-10-23+900→ 900 total
    From: 2012-10-23→ Common Stock (900,000 underlying)
  • Purchase

    Warrant (right to buy)

    2012-10-23+900,000→ 900,000 total
    From: 2012-04-23Exp: 2017-10-23→ Common Stock (900,000 underlying)
  • Purchase

    Series A Preferred Stock

    2012-10-23+100→ 100 total
    From: 2012-10-23→ Common Stock (100,000 underlying)
  • Purchase

    Warrant (right to buy)

    2012-10-23+100,000→ 100,000 total
    From: 2012-04-23Exp: 2017-10-23→ Common Stock (100,000 underlying)
Footnotes (7)
  • [F1]Each 1/1000 of a share of Series A Preferred Stock is convertible into such number of shares of Common Stock equal to (i) $2.00 divided by the conversion price then in effect (which conversion price is initially equal to $2.00), plus (ii) an amount equal to all accrued but unpaid dividends on such fractional share dividend by the closing price of Common Stock on the trading day immediately preceding the date of conversion, unless the Issuer has elected to pay the dividend amount on each upon conversion. The conversion price of the Series A Preferred Stock is subject to full ratchet antidilution protection such that, in the event the Issuer issues shares of Common Stock or securities convertible into shares of Common Stock at an effective per share price less than the conversion price then in effect, the conversion price shall be reduced to the effective price per share for such additional shares of Common Stock.
  • [F2]The shares of Series A Preferred Stock are convertible at any time at the option of the holder and will automatically convert into Common Stock upon (i) the consent of the holders of a majority of the shares of the Series A Preferred Stock, (ii) the conversion of the majority of shares of the Series A Preferred Stock, or (iii) the second to occur of (A) FDA Approval of the Issuer's NP101 product candidate and (B) consummation of a financing, licensing, partnership or other corporate collaboration resulting in gross proceeds to the Issuer of at least $22 million.
  • [F3]The purchase price of each Unit (consisting of 1/1000 of a share of Series A Preferred Stock and one Warrant to acquire one share of Common Stock) was $2.00.
  • [F4]Reflects the securities of the Issuer owned directly by Battelle Ventures, L.P. ("BVLP"), of which BVP, GP, LLC ("BVPGP") is the general partner. For purposes of this Form 5, BVPGP disclaims ownership of the shares of stock owned by BVLP, except to the extent of its pecuniary interest therein.
  • [F5]BVP GP, LLC and IVP GP, LLC are under common control; however, under the "rule of three", there are no other beneficial owners.
  • [F6]The exercise price of the Warrants is subject to full ratchet antidilution protection such that, in the event the Issuer issues shares of Common Stock or securities convertible into shares of Common Stock at an effective per share price less than the exercise price then in effect, the exercise price shall be reduced to the effective price per share for such additional shares of Common Stock. The full ratchet antidilution feature of the Warrants will terminate concurrently with the automatic conversion of the Series A Preferred Stock.
  • [F7]Reflects the securities of the Issuer owned directly by Innovation Valley Partners, L.P. ("IVP"), of which IVP GP, LLC ("IVPGP") is the general partner. For purposes of this Form 5. IVPGP disclaims ownership of the shares of stock owned by IVP, except to the extent of its pecuniary interest therein.

Documents

2 files

Issuer

NUPATHE INC.

CIK 0001375200

→
Entity typeother

Related Parties

1
  • filerCIK 0001262681

Filing Metadata

Form type
5
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 4:30 PM ET
Size
28.4 KB
View on SEC.gov