1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A-1 Preferred Stock
|
Â
(2)
|
Â
(2)
|
Common Stock
|
416,812
|
$
(2)
|
I
|
By Sunstone
(3)
|
Series B Preferred Stock
|
Â
(2)
|
Â
(2)
|
Common Stock
|
736,826
|
$
(2)
|
I
|
By Sunstone
(3)
|
Subordinated Convertible Debt
|
Â
(4)(5)
|
Â
(4)(5)
|
Common Stock
|
193,620
(6)
|
$
(4)
(5)
|
I
|
By Sunstone
(3)
|
Warrants
|
Â
(7)
|
Â
(7)
|
Common Stock
|
96,000
|
$
(7)
|
I
|
By Sunstone
(3)
|
Senior Convertible Debt
|
Â
(8)(9)
|
Â
(8)(9)
|
Common Stock
|
(8)
(9)
|
$
(8)
(9)
|
I
|
By Sunstone
(3)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
The reporting person is Egalet A/S, a corporation. Sunstone Life Science Ventures Fund II K/S ("Sunstone") is an 12.0% equityholder of Egalet A/S. Sunstone LSV General Partner II ApS (the "General Partner") has sole dispositive and voting power over shares held by Sunstone. Mr. Segerros is authorized to act on the General Partner's behalf jointly with any member of the General Partner's board of directors with respect to matters relating to the Issuer and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Sunstone. Mr. Segerros disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Segerros is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(2) |
The preferred stock is convertible into common stock at any time, at the holder's election or at the election of the holders of not less than 60% of the issued and outstanding shares of preferred stock, and is automatically convertible into common stock immediately prior to the consummation of the Issuer's initial public offering, in each case, on a 1-for-1 basis. |
(3) |
The reporting person is Sunstone. The General Partner has sole dispositive and voting power over shares held by Sunstone. Mr. Segerros is authorized to act on the General Partner's behalf jointly with any member of the General Partner's board of directors with respect to matters relating to the Issuer and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Sunstone. Mr. Segerros disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Segerros is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(4) |
The subordinated convertible debt (the "Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into Series B preferred stock at euro 4.4326 per share (a "Sale Conversion"), (iii) in the event of an equity financing which is not a qualified initial public offering but in which the Issuer receives at least euro 8,000,000 in proceeds for the issuance of common stock or securities convertible into common stock, into shares of the same class issued in such financing at 50% of the per share price in such financing, and (footnote continued below) |
(5) |
(continued from footnote 4 above) (iv) if none of the foregoing have occurred prior to April 26, 2014, on or after such date, at the option of the lenders, into Series B preferred stock at euro 4.4326 per share (a "Maturity Conversion"). |
(6) |
The principal amount of the Debt held by Sunstone is $1,160,256 (the "Loan Amount"). Based on the exchange rate as of February 4, 2014, the Loan Amount is convertible upon a Sale Conversion or Maturity Conversion into 193,620 shares of Series B preferred stock. Series B preferred stock is convertible into common stock of the Issuer as described in footnote 2 above. |
(7) |
The warrants will be automatically exercised immediately prior to the consummation of the Issuer's initial public offering on a 1-for-1 basis, provided that Sunstone purchases a specified minimum amount of common stock in such offering. |
(8) |
The senior convertible debt (the "Senior Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering, (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into the number of shares of common stock obtained by dividing the number of fully diluted shares of the Issuer by the difference between 1 and the quotient of the aggregate amount of principal and interest on the loan divided by 50% of the sale consideration, and then subtracting the number of fully diluted shares of the Issuer from the result, and (footnote continued below) |
(9) |
(continued from footnote 8 above) (iii) in the event of a financing which is not a qualified initial public offering but in which the Issuer receives at least $5,000,000 in proceeds, into a new class of stock to be created by the Issuer at a price to be agreed upon by the holders of the Senior Debt. The principal amount of the Senior Debt held by Sunstone is $1,600,000. |