HEALTHCAP IV LP 4
Accession 0001181431-12-053795
Filed
Oct 3, 8:00 PM ET
Accepted
Oct 4, 8:11 PM ET
Size
39.9 KB
Accession
0001181431-12-053795
Insider Transaction Report
- Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying)
- Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying)
- Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying)
- Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying)
- Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying)
- Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying)
- Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying)
- Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying)
- Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying)
- Purchase
Common Stock Warrant (right to buy)
2012-10-02+85,532→ 85,532 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (85,532 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (366,221 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+1,172,310→ 1,172,310 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (1,172,310 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+847,089→ 847,089 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (847,089 underlying) - Purchase
Common Stock Warrant (right to buy)
2012-10-02+32,055→ 32,055 total(indirect: See footnote)Exercise: $0.75→ Common Stock ($0.001 par value) (32,055 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (26,719 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (10,013 underlying) - Purchase
Secured Convertible Promissory Note
2012-10-02(indirect: See footnote)Exercise: $0.75Exp: 2015-10-02→ Common Stock ($0.001 par value) (264,624 underlying)
Footnotes (10)
- [F1]Shares held directly by HealthCap IV, L.P. ("HealthCap LP"). HealthCap IV GP SA, L.L.C. ("HealthCap SA"), is the sole general partner of HealthCap LP and has voting and investment control over the shares held by HealthCap LP. HealthCap SA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Anki Forsberg, Peder Fredrikson, Jacob Gunterberg, Staffan Lindstrand, Bjorn Odlander, Per Samuelsson and Eugen Steiner, the members of HealthCap SA, may be deemed to possess voting and investment control over the shares held by HealthCap LP and may be deemed to have indirect beneficial ownership of the shares held by HealthCap LP. Such persons disclaim beneficial ownership of shares held by HealthCap LP except to the extent of any pecuniary interest therein.
- [F10]The Note is convertible into shares of the Issuer's Common Stock at the option of the Reporting Person at a current conversion price of $0.75 per share. The conversion price is subject to a downward adjustment based upon certain events described in the Note.
- [F2]Shares held directly by HealthCap IV, K.B. ("HealthCap KB"). HealthCap IV GP AB, L.L.C. ("HealthCap AB"), is the sole general partner of HealthCap KB and has voting and investment control over the shares held by HealthCap KB. HealthCap AB disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Anki Forsberg, Peder Fredrikson, Jacob Gunterberg, Staffan Lindstrand, Bjorn Odlander, Per Samuelsson and Eugen Steiner, the members of HealthCap AB, may be deemed to possess voting and investment control over the shares held by HealthCap KB and may be deemed to have indirect beneficial ownership of the shares held by HealthCap KB. Such persons disclaim beneficial ownership of shares held by HealthCap KB except to the extent of any pecuniary interest therein.
- [F3]Shares held directly by HealthCap IV BIS, L.P. ("HealthCap BIS"). HealthCap IV GP SA, L.L.C. ("HealthCap SA"), is the sole general partner of HealthCap BIS and has voting and investment control over the shares held by HealthCap BIS. HealthCap SA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Anki Forsberg, Peder Fredrikson, Jacob Gunterberg, Staffan Lindstrand, Bjorn Odlander, Per Samuelsson and Eugen Steiner, the members of HealthCap SA, may be deemed to possess voting and investment control over the shares held by HealthCap BIS and may be deemed to have indirect beneficial ownership of the shares held by HealthCap BIS. Such persons disclaim beneficial ownership of shares held by HealthCap BIS except to the extent of any pecuniary interest therein.
- [F4]Shares held directly by OFCO Club IV ("OFCO Club"). Odlander, Fredrikson & Co AB, L.L.C. ("OFCO AB") is a member of OFCO and has voting and investment control over the shares held by OFCO Club. OFCO AB disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Anki Forsberg, Peder Fredrikson, Staffan Lindstrand, Bjorn Odlander, Per Samuelsson and Eugen Steiner, the members of OFCO AB, may be deemed to possess voting and investment control over the shares held by OFCO Club and may be deemed to have indirect beneficial ownership of the shares held by OFCO Club. Such persons disclaim beneficial ownership of shares held by OFCO Club except to the extent of any pecuniary interest therein.
- [F5]73,645 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date and through October 2, 2014. 366,222 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of October 2, 2012 and through October 2, 2017. 732,443 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of October 2, 2012 and through October 2, 2022. At 5:30 P.M., New York City time, on October 2, 2014, October 2, 2017 and October 2, 2022, the corresponding portion of the warrant not exercised prior thereto shall be and become void and of no value and the warrant shall be terminated and no longer outstanding.
- [F6]5,373 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date and through October 2, 2014. 26,720 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of October 2, 2012 and through October 2, 2017. 53,439 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of October 2, 2012 and through October 2, 2022. At 5:30 P.M., New York City time, on October 2, 2014, October 2, 2017 and October 2, 2022, the corresponding portion of the warrant not exercised prior thereto shall be and become void and of no value and the warrant shall be terminated and no longer outstanding.
- [F7]53,215 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date and through October 2, 2014. 264,625 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of October 2, 2012 and through October 2, 2017. 529,249 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of October 2, 2012 and through October 2, 2022. At 5:30 P.M., New York City time, on October 2, 2014, October 2, 2017 and October 2, 2022, the corresponding portion of the warrant not exercised prior thereto shall be and become void and of no value and the warrant shall be terminated and no longer outstanding.
- [F8]2,014 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date and through October 2, 2014. 10,014 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of October 2, 2012 and through October 2, 2017. 20,027 shares subject to the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of October 2, 2012 and through October 2, 2022. At 5:30 P.M., New York City time, on October 2, 2014, October 2, 2017 and October 2, 2022, the corresponding portion of the warrant not exercised prior thereto shall be and become void and of no value and the warrant shall be terminated and no longer outstanding.
- [F9]The conversion price of the Secured Convertible Promissory Note (the "Note") is subject to adjustment pursuant to the terms of the Note.
Issuer
TENGION INC
CIK 0001296391
Related Parties
1- filerCIK 0001178496
Filing Metadata
- Form type
- 4
- Filed
- Oct 3, 8:00 PM ET
- Accepted
- Oct 4, 8:11 PM ET
- Size
- 39.9 KB