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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock | (1) | 06/05/2013 | C | 952,381 | (1) | (1) | Common Stock | 317,460 | $ 0 | 0 | D (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Amgen Ventures LLC ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320-1799 |
X | |||
AMGEN INC ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320-1799 |
X |
/s/ David J. Scott, Senior Vice President, General Counsel and Secretary on behalf of Amgen Ventures LLC and Amgen Inc. | 06/05/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each share of Series B Preferred Stock automatically converted into 1/3rd of a share of common stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares had no expiration date. |
(2) | These shares are owned directly by Amgen Ventures LLC, a wholly-owned subsidiary of Amgen Inc. (Amgen), and Amgen has the power to vote, acquire, hold and dispose of all shares. Amgen disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(3) | Upon the closing of the Issuer's initial public offering on June 5, 2013, the shares held by the reporting persons represent less than 10% beneficial ownership of the outstanding shares of common stock. |