4//SEC Filing
Conatus Pharmaceuticals Inc 4
Accession 0001209191-13-038814
CIK 0001383701operating
Filed
Jul 31, 8:00 PM ET
Accepted
Aug 1, 7:16 PM ET
Size
60.1 KB
Accession
0001209191-13-038814
Insider Transaction Report
Form 4
KLINGENSTEIN PAUL H
Director10% Owner
Transactions
- Sale
Common Stock
2013-07-30$11.00/sh−552$6,072→ 2,111,378 total(indirect: By Aberdare Ventures III, L.P.) - Exercise of In-Money
Common Stock
2013-07-30$0.08/sh+1,727$142→ 49,712 total(indirect: By Aberdare Partners III, L.P.) - Conversion
Warrant to Purchase Common Stock
2013-07-30+73,395→ 73,395 total(indirect: By Aberdare Ventures III, L.P.)Exercise: $0.08From: 2013-07-30Exp: 2013-07-30→ Common Stock (73,395 underlying) - Conversion
Warrant to Purchase Common Stock
2013-07-30+5,131→ 5,131 total(indirect: By Aberdare Ventures III, L.P.)Exercise: $7.43Exp: 2018-05-30→ Common Stock (5,131 underlying) - Conversion
Warrant to Purchase Series A Preferred Stock
2013-07-30−8,552→ 0 total(indirect: By Aberdare Partners III, L.P.)Exercise: $0.01→ Series A Preferred (8,552 underlying) - Conversion
Warrant to Purchase Common Stock
2013-07-30+1,727→ 1,727 total(indirect: By Aberdare Partners III, L.P.)Exercise: $0.08From: 2013-07-30Exp: 2013-07-30→ Common Stock (1,727 underlying) - Conversion
Warrant to Purchase Series B Preferred Stock
2013-07-30−997→ 0 total(indirect: By Aberdare Partners III, L.P.)Exercise: $0.90From: 2018-05-30Exp: 2018-05-30→ Series B Preferred Stock (997 underlying) - Conversion
Common Stock
2013-07-30+1,979,321→ 2,038,535 total(indirect: By Aberdare Ventures III, L.P.) - Other
Common Stock
2013-07-30$11.00/sh+10,614$116,754→ 2,121,992 total(indirect: By Aberdare Ventures III, L.P.) - Purchase
Common Stock
2013-07-30$11.00/sh+2,470$27,170→ 52,419 total(indirect: By Aberdare Partners III, L.P.) - Conversion
Series A Preferred Stock
2013-07-30−10,483,166→ 0 total(indirect: By Aberdare Ventures III, L.P.)→ Common Stock (1,270,687 underlying) - Conversion
Warrant to Purchase Series A Preferred Stock
2013-07-30−363,308→ 0 total(indirect: By Aberdare Ventures III, L.P.)Exercise: $0.01→ Series A Preferred (363,308 underlying) - Conversion
Warrant to Purchase Series A Preferred Stock
2013-07-30−242,205→ 0 total(indirect: By Aberdare Ventures III, L.P.)Exercise: $0.01→ Series A Preferred (242,205 underlying) - Conversion
Warrant to Purchase Common Stock
2013-07-30−42,336→ 0 total(indirect: By Aberdare Ventures III, L.P.)Exercise: $0.90From: 2018-05-30Exp: 2018-05-30→ Series B Preferred Stock (42,336 underlying) - Conversion
Warrant to Purchase Series A Preferred Stock
2013-07-30−5,701→ 0 total(indirect: By Aberdare Partners III, L.P.)Exercise: $0.01→ Series A Preferred (5,701 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock
2013-07-30−1,727→ 0 total(indirect: By Aberdare Partners III, L.P.)Exercise: $0.08From: 2013-07-30Exp: 2013-07-30→ Common Stock (1,727 underlying) - Conversion
Warrant to Purchase Common Stock
2013-07-30+120→ 120 total(indirect: By Aberdare Partners III, L.P.)Exercise: $7.43Exp: 2018-05-30→ Common Stock (120 underlying) - Conversion
Common Stock
2013-07-30+46,594→ 47,985 total(indirect: By Aberdare Partners III, L.P.) - Sale
Common Stock
2013-07-30$11.00/sh−14$154→ 49,698 total(indirect: By Aberdare Partners III, L.P.) - Other
Common Stock
2013-07-30$11.00/sh+251$2,761→ 49,949 total(indirect: By Aberdare Partners III, L.P.) - Conversion
Series B Preferred Stock
2013-07-30−5,846,236→ 0 total(indirect: By Aberdare Ventures III, L.P.)→ Common Stock (708,634 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock
2013-07-30−73,395→ 0 total(indirect: By Aberdare Ventures III, L.P.)Exercise: $0.08From: 2013-07-30Exp: 2013-07-30→ Common Stock (73,395 underlying) - Exercise of In-Money
Common Stock
2013-07-30$0.08/sh+73,395$6,055→ 2,111,930 total(indirect: By Aberdare Ventures III, L.P.) - Purchase
Common Stock
2013-07-30$11.00/sh+104,952$1,154,472→ 2,226,944 total(indirect: By Aberdare Ventures III, L.P.) - Conversion
Series A Preferred Stock
2013-07-30−246,775→ 0 total(indirect: By Aberdare Partners III, L.P.)→ Common Stock (29,912 underlying) - Conversion
Series B Preferred Stock
2013-07-30−137,626→ 0 total(indirect: By Aberdare Partners III, L.P.)→ Common Stock (16,682 underlying) - Award
Stock Option (right to buy)
2013-07-30+30,000→ 30,000 totalExercise: $11.00Exp: 2023-07-29→ Common Stock (30,000 underlying)
Footnotes (9)
- [F1]Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock at the closing of the Issuer's initial public offering ("IPO") at a conversion rate of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration. The shares of Preferred Stock had no expiration date.
- [F2]The Reporting Person is a Managing Director of Aberdare GP III, L.L.C. ("Aberdare GP III") which serves as the sole General Partner of Aberdare Ventures III, L.P. ("Aberdare Ventures III") and Aberdare Partners III, L.P. ("Aberdare Partners III"). As such, the Reporting Person shares voting and investment control over the securities owned by Aberdare Ventures III and Aberdare Partners III, and may be deemed to own beneficially the securities held by Aberdare Ventures III and Aberdare Partners III. The Reporting Person disclaims beneficial ownership of the shares held by Aberdare Ventures III and Aberdare Partners III except to the extent of his proportionate pecuniary interest therein.
- [F3]Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase shares of Series A Preferred Stock were converted to warrants to purchase Common Stock with an exercise price of $0.0825 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration, and were then net exercised based on the IPO price of $11.00 per share.
- [F4]The Common Stock was acquired upon conversion of a convertible promissory note exempt from the definition of derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO.
- [F5]The warrant was immediately exercisable and was originally scheduled to expire on March 5, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions.
- [F6]The warrant was immediately exercisable and was originally scheduled to expire on October 15, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions.
- [F7]Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase Series B Preferred Stock were converted into warrants to purchase Common Stock with an exercise price of $7.43 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration.
- [F8]The warrant is immediately exercisable.
- [F9]The shares subject to this option become exercisable as they vest. One-third of the total number of shares subject to this option vests and becomes exercisable on each anniversary of the date of grant, July 30, 2013, so that the entire number of shares subject to this option becomes fully vested and exercisable on the third anniversary of the date of grant.
Documents
Issuer
Conatus Pharmaceuticals Inc
CIK 0001383701
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001383701
Filing Metadata
- Form type
- 4
- Filed
- Jul 31, 8:00 PM ET
- Accepted
- Aug 1, 7:16 PM ET
- Size
- 60.1 KB