4//SEC Filing
BAB BIO VENTURES NV 4
Accession 0001209191-09-029592
CIK 0000356830other
Filed
May 28, 8:00 PM ET
Accepted
May 29, 4:47 PM ET
Size
29.4 KB
Accession
0001209191-09-029592
Insider Transaction Report
Form 4
BB BIOVENTURES L P
10% Owner
Transactions
- Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes - Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying) - Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote)
Transactions
- Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying) - Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes
MPM BIOVENTURES I LP
10% Owner
Transactions
- Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes - Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying)
MPM BIOVENTURES PARALLEL FUND L P
10% Owner
Transactions
- Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes - Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying)
MPM BIO VENTURES I LLC
10% Owner
Transactions
- Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying) - Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes
EVNIN LUKE
10% Owner
Transactions
- Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying) - Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes
GADICKE ANSBERT
10% Owner
Transactions
- Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying) - Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes
BAB BIO VENTURES NV
10% Owner
Transactions
- Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes - Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying)
BAB BIO VENTURES LLP
10% Owner
Transactions
- Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes - Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying)
STEINMETZ MICHAEL
10% Owner
Transactions
- Conversion
Common Stock
2009-05-15$1.10/sh+4,222$4,644→ 4,222 total(indirect: See Footnote) - Conversion
Convertible Promissory Notes
2009-05-15(indirect: See Footnote)From: 2004-02-06Exp: 2009-12-01→ 12.50 % Convertible Guaranteed Senior Notes - Conversion
12.50% Convertible Guaranteed Senior Promissory Notes
2009-05-15(indirect: See Footnote)Exercise: $1.10From: 2009-05-15Exp: 2011-01-15→ Common Stock (6,777,271 underlying)
Footnotes (8)
- [F1]Pursuant to that certain Note Amendment and Exchange Agreement, dated as of November 17, 2003, as amended on January 28, 2009 (the "Agreement"), the principal amount of, and any accrued interest on, the Original Notes (as defined below) was exchangeable on a dollar-for-dollar basis for New Notes (as defined below), subject to the caveat that New Notes would only be issued in principal amount increments of $1,000. Under the Agreement, any excess amounts owing under the Original Notes (the "Excess Amounts") at the time of exchange for New Notes would be settled through the issuance of common stock at the then applicable conversion price of the Original Notes, which as of the effective date of exchange of the Original Notes, was $1.10 per share. The Holders (as defined below) exchanged the Original Notes for New Notes effective May 15, 2009, and the Excess Amounts were settled through the issuance of common stock on May 15, 2009.
- [F2]Represents the aggregate number of shares of common stock issued to the Holders in settlement of the Excess Amounts in connection with the exchange of the Original Notes for New Notes. These shares were issued as follows: 1,231 directly to BB BioVentures L.P. ("BB BioVentures"); 1,369 directly to MPM BioVentures Parallel Fund, L.P. ("MPM Parallel"); and 1,622 directly to MPM Asset Management Investors 1998 LLC ("MPM Asset"). BB BioVentures, MPM Parallel, and MPM Asset are collectively referred to herein as the "Holders".
- [F3]BAB BioVentures L.P. ("BAB BV") and BAB BioVentures, N.V. ("BAB NV") are the direct and indirect general partners of BB BioVentures. MPM BioVentures I L.P. ("BioVentures LP") and MPM BioVentures I LLC ("BioVentures LLC") are the direct and indirect general partners of MPM Parallel. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of BAB NV, MPM Asset and BioVentures LLC. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.
- [F4]The principal amount of, and any accrued interest on, these promissory notes (the "Original Notes") was exchangeable on a dollar-for-dollar basis for 12.50% Convertible Guaranteed Senior Promissory Notes (the "New Notes"), subject to the caveat that New Notes would only be issued in principal amount increments of $1,000. Under the Agreement, any Excess Amounts would be settled through the issuance of common stock at the then applicable conversion price of the Original Notes, which as of the effective date of the exchange was $1.10 per share.
- [F5]In addition to being exchangeable for New Notes, the Original Notes were also convertible directly into common stock at a conversion price of $1.10 per share. Based on the aggregate principal amount of, and accrued interest on, the Original Notes as of May 15, 2009, the Original Notes would have been convertible directly into an aggregate of 6,781,497 shares of common stock as of May 15, 2009, as follows: 5,974,868 shares issuable directly to BB BioVentures; 728,642 shares issuable directly to MPM Parallel; and 77,987 shares issuable directly to MPM Asset.
- [F6]Represents the aggregate principal amount of the Original Notes, as follows: $5,066,062.50 held directly by BB BioVentures; $671,812.50 held directly by MPM Parallel; and $66,125 held directly by MPM Asset.
- [F7]Represents the aggregate principal amount of the New Notes issuable upon exchange of the aggregate principal amount of, and accrued interest on, the Original Notes as of the effective date of the exchange of the Original Notes for New Notes (May 15, 2009), issuable as follows: $6,571,000 directly to BB BioVentures; $800,000 directly to MPM Parallel; and $84,000 directly to MPM Asset. The principal amounts do not include Excess Amounts, which as described in footnotes (1) and (2) above, were settled in common stock at a conversion price of $1.10 per share.
- [F8]Represents the aggregate shares of common stock issuable upon conversion of the New Notes held by the Holders, as follows: 5,973,636 shares issuable directly to BB BioVentures; 727,272 shares issuable directly to MPM Parallel; and 76,363 shares issuable directly to MPM Asset.
Documents
Issuer
OSCIENT PHARMACEUTICALS CORP
CIK 0000356830
Entity typeother
Related Parties
1- filerCIK 0001263198
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 4:47 PM ET
- Size
- 29.4 KB