4//SEC Filing
BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP 4
Accession 0001181431-10-018715
CIK 0001003929other
Filed
Mar 29, 8:00 PM ET
Accepted
Mar 30, 4:38 PM ET
Size
26.9 KB
Accession
0001181431-10-018715
Insider Transaction Report
Form 4
BAY CITY CAPITAL LLC
10% Owner
Transactions
- Purchase
Common Stock Warrant
2010-03-26$0.17/sh+62,617$10,645→ 62,617 total(indirect: See Footnote 7.)Exercise: $0.17From: 2010-03-26Exp: 2015-03-26→ Common Stock (62,617 underlying) - Purchase
Common Stock Warrant
2010-03-26$0.17/sh+12,253$2,083→ 12,253 total(indirect: See Footnote 9.)Exercise: $0.17From: 2010-03-26Exp: 2015-03-26→ Common Stock (12,253 underlying) - Purchase
Common Stock Warrant
2010-03-26$0.17/sh+17,274,706$2,936,700→ 17,274,706 totalExercise: $0.17From: 2010-03-26Exp: 2015-03-26→ Common Stock (17,274,706 underlying) - Purchase
Common Stock Warrant
2010-03-26$0.17/sh+372,353$63,300→ 372,353 totalExercise: $0.17From: 2010-03-26Exp: 2015-03-26→ Common Stock (372,353 underlying) - Purchase
Common Stock Warrant
2010-03-26$0.17/sh+3,454,941$587,340→ 3,454,941 total(indirect: See Footnote 6.)Exercise: $0.17From: 2010-03-26Exp: 2015-03-26→ Common Stock (3,454,941 underlying) - Purchase
Common Stock Warrant
2010-03-26$0.17/sh+690,989$117,468→ 690,989 total(indirect: See Footnote 8.)Exercise: $0.17From: 2010-03-26Exp: 2015-03-26→ Common Stock (690,989 underlying)
Footnotes (9)
- [F1]Bay City Capital Fund IV, L.P. ("Fund IV"), Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV"), Bay City Capital Management IV LLC ("Management IV") and Bay City Capital LLC ("BCC") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934.
- [F2]On March 26, 2010, Fund IV and Co-Investment IV entered into a note and warrant purchase agreement with the Issuer (the "Note and Warrant Purchase Agreement") to acquire warrants (the "Warrants") to purchase up to 7,197,794 and 155,147 shares, respectively, of the Issuer's common stock (the "Initial Warrant Shares") at an exercise price of $0.17 per share (the "Exercise Price") and notes (the "Notes") in exchange for loans to the Issuer in initial principal amounts of $1,223,625 and $26,375, respectively (the "Initial Note Amounts"), and in further amounts up to $1,713,075 and $36,925, respectively (the "Additional Note Amounts"). (cont. in Footnote 3)
- [F3]The Initial Warrant Shares are immediately vested and exercisable. All or part of the Additional Note Amounts may be drawn down by the Issuer, in accordance with the terms of the Note and Warrant Purchase Agreement and the Notes, at the discretion of Fund IV and Co-Investment IV. Upon each drawdown of Additional Note Amounts, the Warrants shall vest and become exercisable with respect to an additional number of shares of the common stock of the Issuer ("Additional Warrant Shares", and together with the Initial Warrant Shares, the "Warrant Shares"), each at the Exercise Price. The number of Additional Warrant Shares that vest and become exercisable at each drawdown shall be equal to the quotient of: (i) the principal amount drawn down by the Issuer, divided by (ii) the Exercise Price. The aggregate numbers of Warrant Shares that may potentially vest to Fund IV and Co-Fund IV are 17,274,706 and 372,353, respectively.
- [F4]Represents the aggregate amount of Warrant Shares that may potentially vest to Fund IV directly.
- [F5]Represents the aggregate amount of Warrant Shares that may potentially vest to Co-Investment IV directly.
- [F6]Represents the indirect interest of Management IV in the aggregate amount of Warrant Shares that may potentially vest to Fund IV. Management IV is the general partner of Fund IV and disclaims beneficial ownership in such shares.
- [F7]Represents the indirect interest of Management IV in the aggregate amount of Warrant Shares that may potentially vest to Co-Investment IV. Management IV is the general partner of Co-Investment IV and disclaims beneficial ownership in such shares.
- [F8]Represents the indirect interest of BCC in the aggregate amount of Warrant Shares that may potentially vest to Fund IV. BCC is the manager of Management IV, the general partner of Fund IV, and disclaims beneficial ownership in such shares.
- [F9]Represents the indirect interest of BCC in the aggregate amount of Warrant Shares that may potentially vest to Co-Investment IV. BCC is the manager of Management IV, the general partner of Co-Investment IV and disclaims beneficial ownership in such shares.
Documents
Issuer
VIA Pharmaceuticals, Inc.
CIK 0001003929
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001333817
Filing Metadata
- Form type
- 4
- Filed
- Mar 29, 8:00 PM ET
- Accepted
- Mar 30, 4:38 PM ET
- Size
- 26.9 KB