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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 | ||||||||
Option to Purchase Common Stock | $ 1 | 02/10/2012 | A | 3,500 | 02/10/2012 | 02/10/2022 | Common Stock | 3,500 | $ 0 | 3,500 | I | See footnote (1) (1) | |||
Option to Purchase Common Stock | $ 1 | 02/10/2012 | A | 3,500 | (2) | 02/10/2022 | Common Stock | 3,500 | $ 0 | 3,500 | I | See footnote (1) (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FORMELA JEAN FRANCOIS C/O ATLAS VENTURE FUND VII, L.P. 25 FIRST STREET, SUITE 303 CAMBRIDGE, MA 02141 |
X | X |
/s/ Frank Castellucci, Attorney-in-Fact | 02/14/2012 | |
**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) | This option was granted to Jean-Francois Formela, a director of the issuer. The proceeds of any sale of the issuer's common stock issued to Dr. Formela upon the exercise of this option will be transferred to Atlas Venture Advisors, Inc. ("Atlas Advisors") and therefore Dr. Formela disclaims beneficial ownership of such shares which belong to Atlas Advisors. |
(2) | The options vest in 12 equal monthly installments measured from 1/1/12. If the Reporting Person's service as a director of the Issuer terminates in connection with or at anytime following a change in control (for whatever reason), then any unexpired options that remain unvested shall become fully vested. |