MARDUEL ALIX 4/A
4/A · MEMORY PHARMACEUTICALS CORP · Filed Apr 13, 2004
Insider Transaction Report
Form 4/AAmended
MARDUEL ALIX
Director
Transactions
- Award
Director Stock Options (right to buy)
2004-04-08+20,000→ 20,000 totalExercise: $8.40Exp: 2014-04-08→ Common (20,000 underlying) - Conversion
Series B Preferred Stock
2004-04-05$7.00/sh−1,142,857$7,999,999→ 0 total(indirect: See footnote)→ Common (380,952 underlying) - Conversion
Common Stock
2004-04-05$7.00/sh+944,702$6,612,914→ 944,702 total(indirect: See footnote) - Conversion
Series C Preferred Stock
2004-04-05$7.00/sh−800,000$5,600,000→ 0 total(indirect: See footnote)→ Common (284,681 underlying) - Conversion
Series D Preferred Stock
2004-04-05$7.00/sh−837,210$5,860,470→ 0 total(indirect: See footnote)→ Common (279,069 underlying)
Footnotes (10)
- [F1]Common Stock: Alta California Partners II, L.P. beneficially owns 934,331 shares (which includes 17,791 shares received for the Series C Preferred Stock anti-dilution) and Alta Embarcadero Partners II, LLC beneficially owns 10,371 shares (which includes 224 shares received from the Series C Preferred Stock anti-dilution).
- [F10]One-third of the option becomes exercisable on the 4/8/2005, with the remainder becoming exercisable quarterly over the following two years.
- [F2]Alix Marduel, Director, is a member of the Alta California Management Partners II,LLC ("ACMPII")(which is the general partner ("gp") of Alta California Partners II, L.P. ("ACPII"))& a member of Alta Embarcadero Partners II, LLC ("AEPII"). She disclaims beneficial ownership of all such shares held by the such funds, except to the extent of her proportionate pecuniary interest therein. Alta Partners ("AP") provides investment advisory services to various venture capital funds including, ACPII & AEPII. The respective gp & members of ACPII & AEPII exercise sole voting & investment powers over the shares owned by such funds. Certain principals of AP are members of ACMPII (which is the gp of ACPII) and AEPII. As members of such funds, they may be deemed to share voting & investment powers over the shares held by the funds. Principals of AP disclaim beneficial ownership of all such shares held by the foregoing funds except to the extent of their proportionate pecuniary interests therein.
- [F3]The conversion ratio for Series B and D is 0.3333.
- [F4]N/A
- [F5]Series B Preferred Stock: Alta California Partners II, L.P. beneficially owns 1,132,839 shares and Alta Embarcadero Partners II, LLC beneficially owns 10,018 shares
- [F6]Preferred Stock immediately convertible at the Issuer's initial public offering.
- [F7]The conversion ratio for Series C is 0.3559 per the prospectus, which has been adjusted for the anti-dilution shares. See footnote 1.
- [F8]Series C Preferred Stock: Alta California Partners II, L.P. beneficially owns 790,019 shares and Alta Embarcadero Partners II, LLC beneficially owns 9,981 shares.
- [F9]Series D Preferred Stock: Alta California Partners, L.P. beneficially owns 826,765 shares and Alta Embarcadero Partners II, LLC beneficially owns 10,445 shares.