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3//SEC Filing

TMP Associates II LP 3

Accession 0001181431-10-057194

CIK 0001375151other
View on SEC.govCompany Profile

Filed

Nov 21, 7:00 PM ET

Accepted

Nov 22, 9:43 PM ET

Size

33.8 KB

Accession

0001181431-10-057194

Insider Transaction Report

Form 3
Period: 2010-11-22
ZOGENIX, INC.ZGNX
TMP ASSOCIATES LP
Other
Holdings

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)
Thomas, McNerney & Partners II L.P.
Other
Holdings

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)
THOMAS MCNERNEY & PARTNERS LP
Other
Holdings

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)
TMP Nominee, LLC
Other
Holdings

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)
Thomas, McNerney & Partners, LLC
Other
Holdings

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)
TMP Nominee II, LLC
Other
Holdings

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)
THOMAS JAMES E
Other
Holdings

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)
TMP Associates II LP
Other
Holdings

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)
Thomas, McNerney & Partners II, LLC
Other
Holdings

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)
McNerney Pete
Other
Holdings

  • 8% Convertible Promissory Note

    → Common Stock (129,855 underlying)

  • Series A-1 Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (42,840 underlying)

  • Series B Convertible Preferred Stock

    (indirect: By LLC)
    → Common Stock (7,697 underlying)

  • Stock Purchase Warrant (right to buy)

    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (186,676 underlying)

  • Series B Convertible Preferred Stock

    → Common Stock (207,159 underlying)

  • Series A-1 Convertible Preferred Stock

    → Common Stock (1,152,780 underlying)

  • Stock Purchase Warrant (right to buy)

    (indirect: By LLC)
    Exercise: $1.10From: 2009-12-02→ Series B Convertible Preferred Stock (6,937 underlying)
Footnotes (6)
  • [F1]Each of the Series A-1 Convertible Preferred Stock and the Series B Convertible Preferred Stock has no expiration date, is convertible at any time, in whole or in part, at the election of the holder, and will automatically convert upon the closing of the Issuer's initial public offering at a conversion ratio of one share of Common Stock for every ten shares of Series A-1 Convertible Preferred Stock and one share of Common Stock for every ten shares of Series B Convertible Preferred Stock, as applicable, rounded down to the next whole number, for no additional consideration.
  • [F16]The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of equity securities covered by this statement.
  • [F2]These securities are owned of record by Thomas, McNerney & Partners, L.P. ("TMP LP"). Thomas, McNerney & Partners, LLC ("TMP LLC") is the general partner of TMP LP and has shared voting and dispositive power of the securities held by TMP LP, but TMP LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The managers of TMP LLC having shared voting and dispositive power over these securities are James E. Thomas and Peter H. McNerney, each of whom disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
  • [F3]These Warrants (the "Bridge Warrants") were issued on separate dates pursuant to that certain Note and Warrant Purchase Agreement dated as of February 27, 2009, and are exercisable, in whole or in part, for shares of Series B Convertible Preferred Stock of the Issuer as of December 2, 2009. Upon the closing of the Issuer's initial public offering, the Bridge Warrants will become exercisable for Common Stock at a ratio of one share of Common Stock for every ten shares of Series B Convertible Preferred Stock represented thereby, rounded down to the next whole number, at a correspondingly adjusted exercise price of $11.00 per share of Common Stock; provided, however, that because the exercise price of the Bridge Warrants exceeds the initial public offering price of $4.00 per share, the Series B Warrants will not be exercised prior to, and will therefore terminate upon, completion of the initial public offering.
  • [F4]The principle of the Note and accrued interest thereon will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering at a conversion price equal to the per share price of the Common Stock sold in the Issuer's initial public offering, which is anticipated to occur on November 29, 2010 at a price of $4.00 per share.
  • [F5]These securities are owned of record by TMP Nominee, LLC ("TMP Nominee"). The managers of TMP Nominee having shared voting and dispositive power over these securities are James E. Thomas and Peter H. McNerney, each of whom disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

Documents

1 file

Issuer

ZOGENIX, INC.

CIK 0001375151

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001383035

Filing Metadata

Form type
3
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 9:43 PM ET
Size
33.8 KB
View on SEC.gov