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4//SEC Filing

MPM BIOVENTURES III QP LP 4

Accession 0001209191-09-038242

CIK 0001326190other
View on SEC.govCompany Profile

Filed

Jul 29, 8:00 PM ET

Accepted

Jul 30, 4:31 PM ET

Size

24.8 KB

Accession

0001209191-09-038242

Insider Transaction Report

Form 4
Period: 2009-07-28
PHARMATHENE, INCPIP
MPM BIOVENTURES III PARALLEL FUND, LP
10% Owner
Transactions
  • Award

    10% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $2.54Exp: 2011-07-28→ Common Stock (2,151,466 underlying)
  • Other

    8% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $10.00Exp: 2009-08-03→ Common Stock (470,953 underlying)
  • Award

    Warrants to Purchase Common Stock (Right to Buy)

    2009-07-28+729,108→ 729,108 total(indirect: See Footnote)
    Exercise: $2.50From: 2010-01-28Exp: 2015-01-28→ Common Stock (729,108 underlying)
MPM BIOVENTURES III LP
10% Owner
Transactions
  • Award

    10% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $2.54Exp: 2011-07-28→ Common Stock (2,151,466 underlying)
  • Other

    8% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $10.00Exp: 2009-08-03→ Common Stock (470,953 underlying)
  • Award

    Warrants to Purchase Common Stock (Right to Buy)

    2009-07-28+729,108→ 729,108 total(indirect: See Footnote)
    Exercise: $2.50From: 2010-01-28Exp: 2015-01-28→ Common Stock (729,108 underlying)
MPM BIOVENTURES III LLC
10% Owner
Transactions
  • Other

    8% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $10.00Exp: 2009-08-03→ Common Stock (470,953 underlying)
  • Award

    Warrants to Purchase Common Stock (Right to Buy)

    2009-07-28+729,108→ 729,108 total(indirect: See Footnote)
    Exercise: $2.50From: 2010-01-28Exp: 2015-01-28→ Common Stock (729,108 underlying)
  • Award

    10% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $2.54Exp: 2011-07-28→ Common Stock (2,151,466 underlying)
MPM BIOVENTURES III GMBH & CO. Beteiligungs KG
10% Owner
Transactions
  • Other

    8% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $10.00Exp: 2009-08-03→ Common Stock (470,953 underlying)
  • Award

    10% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $2.54Exp: 2011-07-28→ Common Stock (2,151,466 underlying)
  • Award

    Warrants to Purchase Common Stock (Right to Buy)

    2009-07-28+729,108→ 729,108 total(indirect: See Footnote)
    Exercise: $2.50From: 2010-01-28Exp: 2015-01-28→ Common Stock (729,108 underlying)
MPM BIOVENTURES III QP LP
10% Owner
Transactions
  • Award

    10% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $2.54Exp: 2011-07-28→ Common Stock (2,151,466 underlying)
  • Other

    8% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $10.00Exp: 2009-08-03→ Common Stock (470,953 underlying)
  • Award

    Warrants to Purchase Common Stock (Right to Buy)

    2009-07-28+729,108→ 729,108 total(indirect: See Footnote)
    Exercise: $2.50From: 2010-01-28Exp: 2015-01-28→ Common Stock (729,108 underlying)
MPM Asset Management Investors 2004 BVIII LLC
10% Owner
Transactions
  • Award

    10% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $2.54Exp: 2011-07-28→ Common Stock (2,151,466 underlying)
  • Award

    Warrants to Purchase Common Stock (Right to Buy)

    2009-07-28+729,108→ 729,108 total(indirect: See Footnote)
    Exercise: $2.50From: 2010-01-28Exp: 2015-01-28→ Common Stock (729,108 underlying)
  • Other

    8% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $10.00Exp: 2009-08-03→ Common Stock (470,953 underlying)
MPM BIOVENTURES III GP LP
10% Owner
Transactions
  • Award

    Warrants to Purchase Common Stock (Right to Buy)

    2009-07-28+729,108→ 729,108 total(indirect: See Footnote)
    Exercise: $2.50From: 2010-01-28Exp: 2015-01-28→ Common Stock (729,108 underlying)
  • Other

    8% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $10.00Exp: 2009-08-03→ Common Stock (470,953 underlying)
  • Award

    10% Convertible Note

    2009-07-28(indirect: See Footnote)
    Exercise: $2.54Exp: 2011-07-28→ Common Stock (2,151,466 underlying)
Footnotes (6)
  • [F1]The dispositions of these Notes to the Issuer were in connection with the acquisitions of the new Notes and Warrants described in Footnote 5 below.
  • [F2]These Notes were received in the Merger of PAI Acquisition Corp., a wholly-owned subsidiary of HealthCare Acquisition Corp. (now known as PharmAthene, Inc.) into PharmAthene, Inc. and were held as follows: $3,905,976.55 by MPM BioVentures III-QP, L.P. ("BV III QP"), $262,651.82 by MPM BioVentures III, L.P. ("BV III"), $92,858.30 by MPM Asset Management Investors 2004 BVIII LLC ("AM 2004"), $117,974.13 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and $330,092.81 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III and BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the members of MPM III LLC and AM 2004. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
  • [F3]Immediately convertible into shares of Common Stock of the Issuer at the rate of $10.00 per share.
  • [F4]These Notes were received in the Merger of PAI Acquisition Corp., a wholly-owned subsidiary of HealthCare Acquisition Corp. (now known as PharmAthene, Inc.) into PharmAthene, Inc.
  • [F5]These Notes and Warrants were received pursuant to a Note and Warrant Purchase Agreement dated as of July 24, 2009, as amended on July 26, 2009 and July 28, 2009, by and among the Issuer and certain noteholders, pursuant to which the 8% Senior Unsecured Convertible Notes (the "Original Notes") reported above were exchanged for new Notes in the principal amount as follows: $4,535,272.77 by BV III QP, $304,967.95 by BV III, $107,818.80 by AM 2004, $136,981.07 by BV Parallel and $383,274.43 by BV KG, representing the principal amount of the Original Notes plus accrued interest (the "New Notes") and the Warrants reported herein. The terms of the New Notes include (i) an increase in the interest rate to 10% per annum; (ii) a reduction in the conversion price of the Original Notes from $10.00 per share to $2.541667 per share; and (iii) the issuance of Warrants to purchase shares of Common Stock of the Issuer at a purchase price of $2.50 per share as follows: 604,703 shares by BV III QP, 40,662 shares by BV III, 14,376 shares by AM 2004, 18,264 shares by BV Parallel and 51,103 shares by BV KG.
  • [F6]Immediately convertible into shares of Common Stock of the Issuer at the rate of $2.541667 per share.

Documents

1 file

Issuer

PHARMATHENE, INC

CIK 0001326190

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001173409

Filing Metadata

Form type
4
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 4:31 PM ET
Size
24.8 KB
View on SEC.gov