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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 | ||||||||
| 12% Secured Subordinated Convertible Promissory Notes | $ 1,500,000 | 05/23/2013 | J(6) | $ 1,500,000 | (6) | (6) | Common Stock | (6) | (6) | 0 | I (2) (3) | See Footnotes (2) (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RHO Ventures VI LP 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 |
X | X | ||
| RMV VI, L.L.C. 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 |
X | X | ||
| Rho Capital Partners LLC 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 |
X | X | ||
| KAIROUZ HABIB 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 |
X | X | ||
| LESCHLY MARK 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 |
X | X | ||
| RUCH JOSHUA 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 |
X | X | ||
| /s/ Jeffrey I. Martin, Attorney-in-fact | 05/28/2013 | |
| **Signature of Reporting Person | Date | |
| / s/ Jeffrey I. Martin, Attorney-in-fact | 05/28/2013 | |
| **Signature of Reporting Person | Date | |
| s/ Jeffrey I. Martin Atty In Fact | 05/28/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Habib Kairouz | 05/28/2013 | |
| **Signature of Reporting Person | Date | |
| / s/ Jeffrey I. Martin, Attorney in fact | 05/28/2013 | |
| **Signature of Reporting Person | Date | |
| s/ Jeffrey I. Martin Attorney-In-Fact | 05/28/2013 | |
| **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) | On May 23, 2013, Rho Ventures VI, L.P. ("Rho Ventures") entered into a Stock Purchase Agreement pursuant to which Rho Ventures sold 11,900,164 shares of Common Stock of the Issuer to Runway Acquisition Sub, Inc. in a private transaction. |
| (2) | Owned directly by Rho Ventures. RMV VI, L.L.C. ("RMV"), is the general partner of Rho Ventures, Rho Capital Partners LLC ("Rho Capital Partners") is the managing member of RMV, and Mark Leschly, Habib Kairouz and Joshua Ruch are managing members of Rho Capital Partners. RMV disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest, if any, in the securities by virtue of its general partner interest in Rho Ventures. Rho Capital Partners disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest, if any, in the securities by virtue of its membership interest in RMV. (Continued to footnote 3) |
| (3) | Each of Mark Leschly, Habib Kairouz and Joshua Ruch disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his membership interest in Rho Capital Partners and, as applicable, direct or indirect limited partner interest in Rho Ventures. Immediately prior to the reported transactions, the reporting persons may have been deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock, based upon Rho Ventures being party to that certain Amended and Restated Voting Agreement (the "Voting Agreement") dated December 21, 2009, as amended. In connection with this transaction, the Voting Agreement has been terminated. |
| (4) | By letter to the Issuer, dated May 23, 2013, Habib Kairouz elected to abandon his ownership of all shares of Common Stock owned by him for no consideration. |
| (5) | Owned by Habib Kairouz. |
| (6) | On August 13, 2012, Rho Ventures entered into a Note and Warrant Purchase Agreement pursuant to which Rho Ventures purchased from the Issuer a secured convertible subordinated promissory note in an aggregate principal amount of $1,500,000 (the "Note") and a warrant to acquire 476,190 shares of Common Stock at an exercise price of $1.05 per share. The Note beared interest at an annual rate equal to 12% per annum, with interest accruing on a cumulative, compounding basis and was convertible at any time at the option of Rho Ventures, into common stock of the Issuer at $1.05 per share, subject to certain limitations and adjustments set forth under the Note. On May 23, 2013, the Issuer repaid in full all principal and $139,068.49 of accrued interest on the Note. |
| Remarks: As of May 23, 2013, Habib Kairouz will no longer be a director of the Issuer. | |