Pfenex Inc. 4
4 · Pfenex Inc. · Filed Jul 31, 2014
Insider Transaction Report
Form 4
Pfenex Inc.PFNX
GALE JAMES C
Director
Transactions
- Conversion
Common Stock
2014-07-29+780,928→ 862,403 total(indirect: See footnote) - Other
Common Stock
2014-07-29+525,509→ 3,694,539 total(indirect: See footnote) - Sale
Common Stock
2014-07-29$0.31/sh−299,392$92,812→ 3,395,147 total(indirect: See footnote) - Conversion
Series A-2 Participating Preferred Stock
2014-07-29−2,515,903→ 0 total(indirect: See footnote)→ Common Stock (2,869,638 underlying) - Conversion
Common Stock
2014-07-29+2,869,638→ 3,169,030 total(indirect: See footnote) - Other
Common Stock
2014-07-29+143,009→ 1,005,412 total(indirect: See footnote) - Sale
Common Stock
2014-07-29$0.31/sh−81,475$25,257→ 923,937 total(indirect: See footnote) - Conversion
Series A-2 Participating Preferred Stock
2014-07-29−684,665→ 0 total(indirect: See footnote)→ Common Stock (780,928 underlying)
Footnotes (5)
- [F1]Each share of Series A-2 Participating Preferred Stock will automatically convert into approximately 1.1406 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
- [F2]Shares held by Signet Healthcare Partners Accredited Partnership III, LP ("SHPAP"). SHPAP has sole voting and dispositive power over the shares, except that (i) Signet Healthcare Partners, LP ("SHP LP"), which manages SHPAP, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing member and Chief Investment Officer of SHP LP, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
- [F3]Shares held by Signet Healthcare Partners QP Partnership III, LP ("SHQP"). SHQP has sole voting and dispositive power over the shares, except that (i) SHP LP, which manages SHQP, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing member and Chief Investment Officer of SHP LP, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
- [F4]As previously disclosed in the Issuer's Registration Statement on Form S-1 (333-196539), at the closing of the Issuer's initial public offering, the Issuer issued shares of Common Stock to pay all accrued but unpaid dividends for the Issuer's Series A-2 Participating Preferred Stock. Based on the initial public offering price of $6.00 per share, SHAP received 143,009 shares of the Issuer's Common Stock and SHQP received 525,509 shares of the Issuer's Common Stock on July 29, 2014.
- [F5]As previously disclosed in the Issuer's Registration Statement on Form S-1 (333-196539), on July 29, 2014, the Issuer repurchased 81,475 shares of Common Stock from SHAP and 299,392 shares of Common Stock from SHQP at a purchase price of $0.31 per share.