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 D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
2,316,448
|
$
(1)
|
I
|
by R.J. Kirk DOT
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
2,535,925
|
$
(1)
|
I
|
by NRM VI Holdings
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
43,336
|
$
(1)
|
I
|
by JPK 2008
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
206,751
|
$
(1)
|
I
|
by JPK 2009
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
633,600
|
$
(1)
|
I
|
by JPK 2012
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
44,239
|
$
(1)
|
I
|
by MGK 2008
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
225,711
|
$
(1)
|
I
|
by MGK 2009
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
500,457
|
$
(1)
|
I
|
by MGK 2011
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
26,888
|
$
(1)
|
I
|
by ZSK 2008
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
29,088
|
$
(1)
|
I
|
by ZSK 2009
(9)
|
Series D Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
101,859
|
$
(1)
|
I
|
by Kellie L. Banks LTT
(9)
|
Series C-3 Convertible Preferred stock
|
Â
(2)
|
Â
(2)
|
Common Stock
|
7,583,586
|
$
(2)
|
I
|
by NRM VI Holdings
(9)
|
Series C-2 Convertible Preferred stock
|
Â
(3)
|
Â
(3)
|
Common Stock
|
10,638,297
|
$
(3)
|
I
|
by NRM V
(9)
|
Series C-1 Convertible Preferred stock
|
Â
(4)
|
Â
(4)
|
Common Stock
|
9,105,444
|
$
(4)
|
I
|
by NRM V
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
169,061
|
$
(5)
|
I
|
by ADC 2010
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
36,742
|
$
(5)
|
I
|
by JPK 2009
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
62,400
|
$
(5)
|
I
|
by JPK 2012
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
10,031
|
$
(5)
|
I
|
by Kellie L. Banks LTT
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
36,742
|
$
(5)
|
I
|
by MGK 2009
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
49,257
|
$
(5)
|
I
|
by MGK 2011
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
1,130,094
|
$
(5)
|
I
|
by NRM IV
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
519,584
|
$
(5)
|
I
|
by NewVa
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
375,266
|
$
(5)
|
I
|
by R.J. Kirk DOT
(9)
|
Series C Convertible Preferred stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
168,865
|
$
(5)
|
I
|
by Staff 2001
(9)
|
Series B-1 Convertible Preferred stock
|
Â
(6)
|
Â
(6)
|
Common Stock
|
692,777
|
$
(6)
|
I
|
by NewVa
(9)
|
Series B Convertible Preferred stock
|
Â
(7)
|
Â
(7)
|
Common Stock
|
396,571
|
$
(7)
|
I
|
by NewVa
(9)
|
Option to Purchase Common Stock
|
Â
(8)
|
02/20/2018 |
Common Stock
|
8,571
|
$
2.74
|
D
|
Â
|
Option to Purchase Common Stock
|
Â
(8)
|
02/20/2019 |
Common Stock
|
2,857
|
$
3.29
|
D
|
Â
|
* |
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 Series D Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to the Series D Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series D Convertible Preferred Stock has no expiration date. |
(2) |
The Series C-3 Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to the Series C-3 Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series C-3 Convertible Preferred Stock has no expiration date. |
(3) |
The Series C-2 Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to the Series C-2 Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series C-2 Convertible Preferred Stock has no expiration date. |
(4) |
The Series C-1 Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to the Series C-1 Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series C-1 Convertible Preferred Stock has no expiration date. |
(5) |
The Series C Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to the Series C Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series C Convertible Preferred Stock has no expiration date. |
(6) |
The Series B-1 Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to the Series B-1 Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series B-1 Convertible Preferred Stock has no expiration date. |
(7) |
The Series B Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to the Series B Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series B Convertible Preferred Stock has no expiration date. |
(8) |
These options are immediately exercisable. |
(9) |
Randal J. Kirk controls each of New River Management V, LP ("NRM V"), NRM VI Holdings I, LLC ("NRM VI Holdings"), R.J. Kirk Declaration of Trust ("R.J. DOT"), JPK 2008 LLC ("JPK 2008"), JPK 2009 LLC ("JPK 2009"), JPK 2012 LLC ("JPK 2012"), MGK 2008 LLC ("MGK 2008"), MGK 2009 LLC ("MGK 2009"), MGK 2011 LLC ("MGK 2011"), ZSK 2008 LLC ("ZSK 2008"), ZSK 2009 LLC ("ZSK 2009"), the Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), ADC 2010 LLC ("ADC 2010"), New River Management IV, LP ("NRM IV"), NewVa Capital Partners, LP ("NewVa") and Third Security Staff 2001 LLC ("Staff 2001"). Shares held by these entities may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |