4//SEC Filing
GENOCEA BIOSCIENCES, INC. 4
Accession 0001179110-14-002552
CIK 0001457612operating
Filed
Feb 10, 7:00 PM ET
Accepted
Feb 11, 9:52 PM ET
Size
33.7 KB
Accession
0001179110-14-002552
Insider Transaction Report
Form 4
Transactions
- Conversion
Common Stock
2014-02-10+705,357→ 968,122 total - Conversion
Seed Preferred Stock
2014-02-10−2,126,923→ 0 total→ Common Stock (178,732 underlying) - Conversion
Series B Preferred Stock
2014-02-10−3,207,794→ 0 total→ Common Stock (269,561 underlying) - Conversion
Common Stock
2014-02-10+178,732→ 262,765 total - Exercise of In-Money
Common Stock
2014-02-10+15,852→ 1,682,037 total - Conversion
Series C Preferred Stock
2014-02-10−5,099,196→ 0 total→ Common Stock (428,502 underlying) - Conversion
Common Stock
2014-02-10+428,502→ 1,666,185 total - Exercise of In-Money
Warrants to purchase Series A Preferred Stock
2014-02-10−587,931→ 0 total→ Common Stock (15,852 underlying) - Conversion
Common Stock
2014-02-10+269,561→ 1,237,683 total - Conversion
Series A Preferred Stock
2014-02-10−8,393,754→ 0 total→ Common Stock (705,357 underlying)
Transactions
- Conversion
Common Stock
2014-02-10+178,732→ 262,765 total - Conversion
Common Stock
2014-02-10+705,357→ 968,122 total - Conversion
Series C Preferred Stock
2014-02-10−5,099,196→ 0 total→ Common Stock (428,502 underlying) - Exercise of In-Money
Warrants to purchase Series A Preferred Stock
2014-02-10−587,931→ 0 total→ Common Stock (15,852 underlying) - Conversion
Common Stock
2014-02-10+269,561→ 1,237,683 total - Conversion
Common Stock
2014-02-10+428,502→ 1,666,185 total - Exercise of In-Money
Common Stock
2014-02-10+15,852→ 1,682,037 total - Conversion
Seed Preferred Stock
2014-02-10−2,126,923→ 0 total→ Common Stock (178,732 underlying) - Conversion
Series A Preferred Stock
2014-02-10−8,393,754→ 0 total→ Common Stock (705,357 underlying) - Conversion
Series B Preferred Stock
2014-02-10−3,207,794→ 0 total→ Common Stock (269,561 underlying)
Transactions
- Exercise of In-Money
Common Stock
2014-02-10+15,852→ 1,682,037 total - Conversion
Series A Preferred Stock
2014-02-10−8,393,754→ 0 total→ Common Stock (705,357 underlying) - Conversion
Series B Preferred Stock
2014-02-10−3,207,794→ 0 total→ Common Stock (269,561 underlying) - Conversion
Common Stock
2014-02-10+705,357→ 968,122 total - Conversion
Common Stock
2014-02-10+428,502→ 1,666,185 total - Conversion
Seed Preferred Stock
2014-02-10−2,126,923→ 0 total→ Common Stock (178,732 underlying) - Conversion
Series C Preferred Stock
2014-02-10−5,099,196→ 0 total→ Common Stock (428,502 underlying) - Conversion
Common Stock
2014-02-10+178,732→ 262,765 total - Conversion
Common Stock
2014-02-10+269,561→ 1,237,683 total - Exercise of In-Money
Warrants to purchase Series A Preferred Stock
2014-02-10−587,931→ 0 total→ Common Stock (15,852 underlying)
Transactions
- Exercise of In-Money
Warrants to purchase Series A Preferred Stock
2014-02-10−587,931→ 0 total→ Common Stock (15,852 underlying) - Conversion
Series A Preferred Stock
2014-02-10−8,393,754→ 0 total→ Common Stock (705,357 underlying) - Conversion
Series B Preferred Stock
2014-02-10−3,207,794→ 0 total→ Common Stock (269,561 underlying) - Conversion
Common Stock
2014-02-10+178,732→ 262,765 total - Conversion
Common Stock
2014-02-10+269,561→ 1,237,683 total - Conversion
Seed Preferred Stock
2014-02-10−2,126,923→ 0 total→ Common Stock (178,732 underlying) - Exercise of In-Money
Common Stock
2014-02-10+15,852→ 1,682,037 total - Conversion
Series C Preferred Stock
2014-02-10−5,099,196→ 0 total→ Common Stock (428,502 underlying) - Conversion
Common Stock
2014-02-10+705,357→ 968,122 total - Conversion
Common Stock
2014-02-10+428,502→ 1,666,185 total
Transactions
- Conversion
Common Stock
2014-02-10+269,561→ 1,237,683 total - Conversion
Series A Preferred Stock
2014-02-10−8,393,754→ 0 total→ Common Stock (705,357 underlying) - Conversion
Common Stock
2014-02-10+178,732→ 262,765 total - Exercise of In-Money
Common Stock
2014-02-10+15,852→ 1,682,037 total - Conversion
Common Stock
2014-02-10+428,502→ 1,666,185 total - Conversion
Series B Preferred Stock
2014-02-10−3,207,794→ 0 total→ Common Stock (269,561 underlying) - Conversion
Common Stock
2014-02-10+705,357→ 968,122 total - Conversion
Seed Preferred Stock
2014-02-10−2,126,923→ 0 total→ Common Stock (178,732 underlying) - Conversion
Series C Preferred Stock
2014-02-10−5,099,196→ 0 total→ Common Stock (428,502 underlying) - Exercise of In-Money
Warrants to purchase Series A Preferred Stock
2014-02-10−587,931→ 0 total→ Common Stock (15,852 underlying)
Transactions
- Conversion
Common Stock
2014-02-10+178,732→ 262,765 total - Conversion
Common Stock
2014-02-10+705,357→ 968,122 total - Exercise of In-Money
Common Stock
2014-02-10+15,852→ 1,682,037 total - Conversion
Seed Preferred Stock
2014-02-10−2,126,923→ 0 total→ Common Stock (178,732 underlying) - Conversion
Series B Preferred Stock
2014-02-10−3,207,794→ 0 total→ Common Stock (269,561 underlying) - Conversion
Series C Preferred Stock
2014-02-10−5,099,196→ 0 total→ Common Stock (428,502 underlying) - Conversion
Common Stock
2014-02-10+269,561→ 1,237,683 total - Conversion
Common Stock
2014-02-10+428,502→ 1,666,185 total - Conversion
Series A Preferred Stock
2014-02-10−8,393,754→ 0 total→ Common Stock (705,357 underlying) - Exercise of In-Money
Warrants to purchase Series A Preferred Stock
2014-02-10−587,931→ 0 total→ Common Stock (15,852 underlying)
Footnotes (5)
- [F1]Upon closing of the Issuer's initial public offering, each share of Seed Preferred Stock, Series A Preferred Stock and Series C Preferred Stock converted automatically into common stock on a 1-for-11.9 basis into the number of shares of common stock listed in column 5 without payment of further consideration. The Series B Preferred Stock had an accruing cumulative dividend that accrued at a rate of 8% per year from the Series B Preferred Stock issuance date. Upon closing of the Issuer's initial public offering, the Series B Preferred Stock, including all accrued and unpaid dividends, converted automatically into common stock on a 1-for-11.9 basis into the number of shares of common stock listed in column 5 without payment of further consideration. There was no expiration date for any series of preferred stock.
- [F2]79,470 shares of common stock, 2,011,431 shares of Seed Preferred Stock, 4,955,185 shares of Series A Preferred Stock, 1,701,701 shares of Series B Preferred Stock, 2,705,068 shares of Series C Preferred Stock and warrants exercisable for 564,269 shares of Series A Preferred Stock were directly owned by Lux Ventures II, L.P. ("LV-II"); 4,563 shares of common stock, 115,492 shares of Seed Preferred Stock, 207,800 shares of Series A Preferred Stock, 71,362 shares of Series B Preferred Stock, 113,440 shares of Series C Preferred Stock and warrants exercisable for 23,662 shares of Series A Preferred Stock were directly owned by Lux Ventures II Sidecar, L.P. ("Sidecar"); 3,230,769 shares of Series A Preferred Stock, 1,431,731 shares of Series B Preferred Stock and 2,280,688 shares of Series C Preferred Stock were directly owned by Lux Ventures II Sidecar II LLC ("Sidecar II" and, together with Sidecar and LV-II, the "Lux Funds").
- [F3]After the conversions listed herein, LV-II owns 1,050,429 shares of common stock, Sidecar owns 47,895 shares of common stock and Sidecar II owns 583,712 shares of common stock. Lux Venture Partners II, L.P. ("LVP-II") is the general partner of LV-II and Sidecar and the manager of Sidecar II. Lux Venture Associates II, LLC ("LVA-II") is the general partner of LVP-II and Lux Capital Management, LLC ("LCM LLC") is the sole member of LVA-II. Robert Paull, Joshua Wolfe and Peter Hebert are the individual managers of LCM LLC (the "Individual Managers"). LVP-II, LVA-II and LCM LLC disclaim beneficial ownership of the shares reported herein, and this report shall not be deemed an admission of beneficial ownership for the purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein.
- [F4]LCM LLC, as sole member of LVA-II, may be deemed to share voting and investment powers for the shares held by LV-II and Sidecar. As one of three individual managers, each of the Individual Managers disclaims beneficial onwership over the shares reported herein, and in all events disclaims beneficial ownership, and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes, except to the extent of their proportionate pecuniary interests therein.
- [F5]The warrants to purchase Series A Preferred Stock were exercisable at any time at the holder's election and had an expiration date on the later of February 11, 2014 or the consummation of an initial public offering of the Issuer. After giving effect to the conversion of the Issuer's preferred stock upon the consummation of the initial public offering of the Issuer, the warrants to purchase Series A Preferred Stock owned by LV-II and Sidecar became exercisable for 15,215 shares of common stock and 637 shares of common stock, respectively, and were exercised in exchange for such shares on a net basis upon the closing of the Issuer's initial public offering.
Documents
Issuer
GENOCEA BIOSCIENCES, INC.
CIK 0001457612
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001457612
Filing Metadata
- Form type
- 4
- Filed
- Feb 10, 7:00 PM ET
- Accepted
- Feb 11, 9:52 PM ET
- Size
- 33.7 KB