4//SEC Filing
HealthCare Ventures VIII, L.P. 4
Accession 0001104659-20-140672
CIK 0001509745other
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 9:28 PM ET
Size
11.7 KB
Accession
0001104659-20-140672
Insider Transaction Report
Form 4
HealthCare Partners VIII, LLC
10% Owner
Transactions
- Other
Common Stock
2020-12-28−2,618,406→ 0 total
HealthCare Ventures VIII, L.P.
10% Owner
Transactions
- Other
Common Stock
2020-12-28−2,618,406→ 0 total
HealthCare Partners VIII, L.P.
10% Owner
Transactions
- Other
Common Stock
2020-12-28−2,618,406→ 0 total
Footnotes (5)
- [F1]On December 28, 2020, HealthCare Ventures VIII, L.P. ("HCV VIII") transferred, for no consideration, all 2,618,406 shares it held (the "Transfer") to HCV VIII Liquidating Trust (the "Trust"). The Transfer was effected in connection with the process of winding-down, liquidating and dissolving HCV VIII. HCV VIII is a venture capital fund with a standard 10-year term. In accordance with the limited partnership agreement of HCV VIII, that term was previously extended for consecutive one-year periods, and the fund is currently in liquidation. The general partner of HCV VIII has begun taking the requisite steps to wind-up, liquidate and dissolve HCV VIII.
- [F2]The general partner of HCV VIII has made the decision not to distribute to the partners of HCV VIII any of the 2,618,406 shares held by HCV VIII at this time. Instead, the general partner of HCV VIII has decided to transfer all of such 2,618,406 shares to the Trust, a liquidating trust that will be managed by Augustine Lawlor, as trustee. Mr. Lawlor is one of the Managing Directors of the general partner of HCV VIII. The Trust will hold all of the 2,618,406 shares transferred to it pursuant to the Transfer until such time as the trustee of the Trust determines in his discretion to either sell such shares or distribute such shares to the former partners of HCV VIII for no consideration and on a pro rata basis in accordance with the limited partnership agreement of HCV VIII.
- [F3]For so long as the Trust owns such shares, the trustee of the Trust shall have the power to cause the Trust to exercise its voting rights as the record or beneficial owner of such shares in such manner as the trustee shall determine in his discretion.
- [F4]All 2,618,406 shares were held of record by HCV VIII. Christopher K. Mirabelli, James H. Cavanaugh, John W. Littlechild, Harold Werner and Augustine Lawlor (collectively, the "HCVVIII Directors") are the Managing Directors of HealthCare Partners VIII, LLC ("HCPVIII LLC"), which is the General Partner of HealthCare Partners, VIII, L.P. ("HCPVIII"), which is the General Partner of HCV VIII. Each of the HCVVIII Directors, HCPVIII LLC and HCPVIII indirectly beneficially owned and shared voting and dispositive power with respect to all of the securities owned by HCV VIII, and disclaimed beneficial ownership of these shares except to the extent of his or its proportionate pecuniary interest therein.
- [F5]Following the Transfer, each of the HCVVIII Directors, HCPVIII LLC and HCPVIII will maintain the same proportionate pecuniary interest in the 2,618,406 shares held by the Trust as the proportionate pecuniary interest each such person and entity maintained in those shares when they were held by HCV VIII, and likewise disclaims beneficial ownership of such shares as held by the Trust, except to the extent of his or its proportionate pecuniary interest therein.
Documents
Issuer
LEAP THERAPEUTICS, INC.
CIK 0001509745
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001358990
Filing Metadata
- Form type
- 4
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 9:28 PM ET
- Size
- 11.7 KB