4//SEC Filing
BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP 4
Accession 0001181431-10-055971
CIK 0001003929other
Filed
Nov 15, 7:00 PM ET
Accepted
Nov 16, 4:44 PM ET
Size
27.2 KB
Accession
0001181431-10-055971
Insider Transaction Report
Form 4
BAY CITY CAPITAL LLC
10% Owner
Transactions
- Purchase
Common Stock Warrant
2010-11-15$0.07/sh+8,272,394$587,340→ 28,042,335 total(indirect: See Footnote 6.)Exercise: $0.07From: 2010-11-15Exp: 2015-11-15→ Common Stock (8,272,394 underlying) - Purchase
Common Stock Warrant
2010-11-15$0.07/sh+41,361,972$2,936,700→ 140,211,678 totalExercise: $0.07From: 2010-11-15Exp: 2015-11-15→ Common Stock (41,361,972 underlying) - Purchase
Common Stock Warrant
2010-11-15$0.07/sh+891,549$63,300→ 3,022,236 totalExercise: $0.07From: 2010-11-15Exp: 2015-11-15→ Common Stock (891,549 underlying) - Purchase
Common Stock Warrant
2010-11-15$0.07/sh+29,985$2,129→ 101,646 total(indirect: See Footnote 9.)Exercise: $0.07From: 2010-11-15Exp: 2015-11-15→ Common Stock (29,985 underlying) - Purchase
Common Stock Warrant
2010-11-15$0.07/sh+149,927$10,645→ 508,234 total(indirect: See Footnote 7.)Exercise: $0.07From: 2010-11-15Exp: 2015-11-15→ Common Stock (149,927 underlying) - Purchase
Common Stock Warrant
2010-11-15$0.07/sh+1,654,479$117,468→ 5,608,468 total(indirect: See Footnote 8.)Exercise: $0.07From: 2010-11-15Exp: 2015-11-15→ Common Stock (1,654,479 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 November 15, 2010, Fund IV and Co-Investment IV amended the note and warrant purchase agreement with the Issuer dated as of March 26, 2010 (as amended, the "Note and Warrant Purchase Agreement"). In connection with the amendment of the Note and Warrant Purchase Agreement, Fund IV and Co-Investment IV acquired additional warrants thereunder (the "Warrants") to purchase up to 2,776,732 and 59,845 shares, respectively, of the Issuer's common stock (the "Initial Warrant Shares") at an exercise price of $0.071 per share (the "Exercise Price") and amended and restated the notes previously issued under the Note and Warrant Purchase Agreement (as amended and restated, the "Notes") in exchange for loans to the Issuer in initial principal amounts of $197,148 and $4,249, respectively (the "Initial Note Amounts"), and in further amounts up to $2,739,552 and $59,051, 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 58,636,678 and 1,263,902, 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
- Nov 15, 7:00 PM ET
- Accepted
- Nov 16, 4:44 PM ET
- Size
- 27.2 KB