organization · Reporting owner
DP VIII Associates, L.P.
Disclosed activity across 4 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Adynxx, Inc.ADYX · Entity 155807 | 10% owner | May 03, 2019 | May 13, 2019 |
| Bionano Genomics, Inc.BNGO · Entity 7831 | 10% owner | August 23, 2018 | August 27, 2018 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
Adynxx, Inc.
Report date May 03, 2019 · Filed May 13, 2019
Jointly reported with BLAIR JAMES C, TREU JESSE I, DOVEY BRIAN H, VITULLO NICOLE, Halak Brian K
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 22,527 |
Reported balance
Holding disclosure · report date 2019-05-03 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 22,527 F1: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 5(b)(iv) of Form 3, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
Filing footnotes · ownership attribution and instrument terms
F1: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 5(b)(iv) of Form 3, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
Bionano Genomics, Inc.
Report date August 23, 2018 · Filed August 27, 2018
Jointly reported with BLAIR JAMES C, DOVEY BRIAN H, TREU JESSE I, VITULLO NICOLE, Halak Brian K
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 6,891 |
Last balance in matching sequence
After 2018-08-23 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2018-08-23 · Conversion · Acquired 4,386 · Balance 4,386 F1: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Row 2 · 2018-08-23 · Conversion · Acquired 2,505 · Balance 6,891 F3: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
| Series B Preferred StockSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2018-08-23 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2018-08-23 · Conversion · Disposed 50,532 · Balance 0 F1: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
| Series B-1 Preferred StockSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2018-08-23 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2018-08-23 · Conversion · Disposed 22,161 · Balance 0 F1: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
| Series C Preferred StockSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2018-08-23 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2018-08-23 · Conversion · Disposed 40,268 · Balance 0 F1: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
| Series D Preferred StockSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2018-08-23 transaction · row 6
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 6 · 2018-08-23 · Conversion · Disposed 47,460 · Balance 0 F1: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
| Series D-1 Preferred StockSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2018-08-23 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2018-08-23 · Conversion · Disposed 27,328 · Balance 0 F1: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
| Convertible Promissory NoteSEC Table II · derivative / convertible security · Conversion / exercise price $4.59 | Direct | 0 |
Reported balance
After 2018-08-23 transaction · row 8
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 8 · 2018-08-23 · Conversion · Disposed Not disclosed · Balance 0 F3: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
Filing footnotes · ownership attribution and instrument terms
F1: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date
F2: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
F3: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share.
Past disclosures · reporting ended (2)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Dicerna Pharmaceuticals Inc
Report date December 18, 2017 · Filed December 20, 2017
Jointly reported with BLAIR JAMES C, DOVEY BRIAN H, TREU JESSE I, VITULLO NICOLE, Halak Brian K
Section 16 reporting ended · disclosed 2017-12-20. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 25,730 |
Last balance in matching sequence
After 2017-12-18 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2017-12-18 · Conversion · Acquired 12,444 · Balance 25,448 F3: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Row 2 · 2017-12-18 · Grant · Acquired 282 · Balance 25,730 F4: The Reporting Person received an additional 282 shares of Common Stock from the Issuer, representing the additional dividend accruals on the Redeemable Convertible Preferred Stock that the Reporting Person would have been entitled to receive up to and including March 31, 2018. F3: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
| Redeemable Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $3.19 | Direct | 0 |
Reported balance
After 2017-12-18 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2017-12-18 · Conversion · Disposed 368 · Balance 0 F1: The Redeemable Convertible Preferred Stock was immediately convertible upon its purchase on 04/11/2017, subject to certain conditions. The Redeemable Convertible Preferred Stock had no expiration date. F2: Each share of Redeemable Convertible Preferred Stock had a stated value of $100 (the "Stated Value") and accrued dividends daily at an initial rate of 12% per annum, which was reduced to 8% per annum on October 28, 2017 in accordance with the Certificate of Designations for the Redeemable Convertible Preferred Stock. The Stated Value, as adjusted to give effect to such dividends, was referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock was convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, and subject to certain conditions, into a number of shares of Common Stock determined by dividing the Accrued Value by the conversion price. F3: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
Filing footnotes · ownership attribution and instrument terms
F1: The Redeemable Convertible Preferred Stock was immediately convertible upon its purchase on 04/11/2017, subject to certain conditions. The Redeemable Convertible Preferred Stock had no expiration date.
F2: Each share of Redeemable Convertible Preferred Stock had a stated value of $100 (the "Stated Value") and accrued dividends daily at an initial rate of 12% per annum, which was reduced to 8% per annum on October 28, 2017 in accordance with the Certificate of Designations for the Redeemable Convertible Preferred Stock. The Stated Value, as adjusted to give effect to such dividends, was referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock was convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, and subject to certain conditions, into a number of shares of Common Stock determined by dividing the Accrued Value by the conversion price.
F3: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
F4: The Reporting Person received an additional 282 shares of Common Stock from the Issuer, representing the additional dividend accruals on the Redeemable Convertible Preferred Stock that the Reporting Person would have been entitled to receive up to and including March 31, 2018.
Ocera Therapeutics, Inc.
Report date December 11, 2017 · Filed December 13, 2017
Jointly reported with BLAIR JAMES C, DOVEY BRIAN H, TREU JESSE I, VITULLO NICOLE, Halak Brian K
Section 16 reporting ended · disclosed 2017-12-13. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Reported balance
After 2017-12-11 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2017-12-11 · Disposition to issuer · Disposed 7,333 · Balance 0 F1: Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between the Issuer, MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into the Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). F2: (Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger were canceled and converted automatically into the right to receive (i) $1.52 per share in cash, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt, entered into on December 7, 2017, to receive one or more payments in cash currently estimated to be up to $2.58 per share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes. F3: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between the Issuer, MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into the Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
F2: (Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger were canceled and converted automatically into the right to receive (i) $1.52 per share in cash, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt, entered into on December 7, 2017, to receive one or more payments in cash currently estimated to be up to $2.58 per share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes.
F3: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| August 23, 2018 Filed Aug 27, 2018 17:20 UTC | Bionano Genomics, Inc. BNGO · Entity 7831 | ConversionConvertible Promissory Note · Derivative | Not disclosed | $0.00 Strike: $4.59 | $11,048.00 |
DisclosureSEC source: 0000904454-18-000524 · edgar.xml · derivative · entry 8 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 2,505 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. F3 · reported_value: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. F3 · derivative.exercise_date: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. F3 · derivative.expiration_date: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. F3 · derivative.underlying_shares: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| August 23, 2018 Filed Aug 27, 2018 17:20 UTC | Bionano Genomics, Inc. BNGO · Entity 7831 | ConversionSeries D-1 Preferred Stock · Derivative | 27,328 | $0.00 | $0.00 |
DisclosureSEC source: 0000904454-18-000524 · edgar.xml · derivative · entry 7 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 638 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.exercise_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.expiration_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| August 23, 2018 Filed Aug 27, 2018 17:20 UTC | Bionano Genomics, Inc. BNGO · Entity 7831 | ConversionSeries D Preferred Stock · Derivative | 47,460 | $0.00 | $0.00 |
DisclosureSEC source: 0000904454-18-000524 · edgar.xml · derivative · entry 6 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 1,109 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.exercise_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.expiration_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| August 23, 2018 Filed Aug 27, 2018 17:20 UTC | Bionano Genomics, Inc. BNGO · Entity 7831 | ConversionSeries C Preferred Stock · Derivative | 40,268 | $0.00 | $0.00 |
DisclosureSEC source: 0000904454-18-000524 · edgar.xml · derivative · entry 5 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 941 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.exercise_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.expiration_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| August 23, 2018 Filed Aug 27, 2018 17:20 UTC | Bionano Genomics, Inc. BNGO · Entity 7831 | ConversionSeries B-1 Preferred Stock · Derivative | 22,161 | $0.00 | $0.00 |
DisclosureSEC source: 0000904454-18-000524 · edgar.xml · derivative · entry 4 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 518 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.exercise_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.expiration_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| August 23, 2018 Filed Aug 27, 2018 17:20 UTC | Bionano Genomics, Inc. BNGO · Entity 7831 | ConversionSeries B Preferred Stock · Derivative | 50,532 | $0.00 | $0.00 |
DisclosureSEC source: 0000904454-18-000524 · edgar.xml · derivative · entry 3 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 1,180 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.exercise_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F1 · derivative.expiration_date: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| August 23, 2018 Filed Aug 27, 2018 17:20 UTC | Bionano Genomics, Inc. BNGO · Entity 7831 | ConversionCommon Stock | 2,505 | $4.59 | $11,497.95 |
DisclosureSEC source: 0000904454-18-000524 · edgar.xml · nonDerivative · entry 2 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 6,891 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · price: The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| August 23, 2018 Filed Aug 27, 2018 17:20 UTC | Bionano Genomics, Inc. BNGO · Entity 7831 | ConversionCommon Stock | 4,386 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000904454-18-000524 · edgar.xml · nonDerivative · entry 1 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,386 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| December 18, 2017 Filed Dec 20, 2017 16:51 UTC | Dicerna Pharmaceuticals Inc DRNA · Entity 131951 | ConversionRedeemable Convertible Preferred Stock · Derivative | 368 | $0.00 Strike: $3.19 | $0.00 |
DisclosureSEC source: 0000904454-17-000741 · edgar.xml · derivative · entry 3 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 12,444 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_date: The Redeemable Convertible Preferred Stock was immediately convertible upon its purchase on 04/11/2017, subject to certain conditions. The Redeemable Convertible Preferred Stock had no expiration date. F1 · derivative.expiration_date: The Redeemable Convertible Preferred Stock was immediately convertible upon its purchase on 04/11/2017, subject to certain conditions. The Redeemable Convertible Preferred Stock had no expiration date. F2 · derivative.underlying_shares: Each share of Redeemable Convertible Preferred Stock had a stated value of $100 (the "Stated Value") and accrued dividends daily at an initial rate of 12% per annum, which was reduced to 8% per annum on October 28, 2017 in accordance with the Certificate of Designations for the Redeemable Convertible Preferred Stock. The Stated Value, as adjusted to give effect to such dividends, was referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock was convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, and subject to certain conditions, into a number of shares of Common Stock determined by dividing the Accrued Value by the conversion price. F3 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| December 18, 2017 Filed Dec 20, 2017 16:51 UTC | Dicerna Pharmaceuticals Inc DRNA · Entity 131951 | GrantCommon Stock | 282 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000904454-17-000741 · edgar.xml · nonDerivative · entry 2 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 25,730 F4 · price: The Reporting Person received an additional 282 shares of Common Stock from the Issuer, representing the additional dividend accruals on the Redeemable Convertible Preferred Stock that the Reporting Person would have been entitled to receive up to and including March 31, 2018. F3 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| December 18, 2017 Filed Dec 20, 2017 16:51 UTC | Dicerna Pharmaceuticals Inc DRNA · Entity 131951 | ConversionCommon Stock | 12,444 | $3.19 | $39,696.36 |
DisclosureSEC source: 0000904454-17-000741 · edgar.xml · nonDerivative · entry 1 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 25,448 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| December 11, 2017 Filed Dec 13, 2017 16:38 UTC | Ocera Therapeutics, Inc. OCRX · Entity 171193 | Disposition to issuerCommon Stock | 7,333 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000904454-17-000720 · edgar.xml · nonDerivative · entry 1 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 F1 · kind: Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between the Issuer, MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into the Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). F2 · kind: (Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger were canceled and converted automatically into the right to receive (i) $1.52 per share in cash, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt, entered into on December 7, 2017, to receive one or more payments in cash currently estimated to be up to $2.58 per share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes. F1 · price: Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between the Issuer, MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into the Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). F2 · price: (Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger were canceled and converted automatically into the right to receive (i) $1.52 per share in cash, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt, entered into on December 7, 2017, to receive one or more payments in cash currently estimated to be up to $2.58 per share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes. F3 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. Read SEC document |
| April 11, 2017 Filed Apr 12, 2017 18:04 UTC | Dicerna Pharmaceuticals Inc DRNA · Entity 131951 | PurchaseRedeemable Convertible Preferred Stock · Derivative | 368 | $100.00 Strike: $3.19 | $36,800.00 |
DisclosureSEC source: 0000904454-17-000306 · edgar.xml · derivative · entry 1 DP VIII Associates, L.P. · CIK 0001465143 · 10% owner BLAIR JAMES C · CIK 0001024000 · 10% owner DOVEY BRIAN H · CIK 0001207786 · 10% owner TREU JESSE I · CIK 0001013425 · 10% owner VITULLO NICOLE · CIK 0001196863 · 10% owner Halak Brian K · CIK 0001354718 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 368 Underlying: Common Stock · 11,536 shares Expires not disclosed F1 · derivative.exercise_date: The Redeemable Convertible Preferred Stock is immediately convertible, provided that such conversion would not cause the Reporting Person and its affiliates to beneficially own, in the aggregate, a number of shares of the Issuer's capital stock that represents in excess of 19.99% of the Issuer's voting power, subject to certain exceptions pursuant to the terms of the Redeemable Convertible Preferred Stock. The Redeemable Convertible Preferred Stock has no expiration date. F1 · derivative.expiration_date: The Redeemable Convertible Preferred Stock is immediately convertible, provided that such conversion would not cause the Reporting Person and its affiliates to beneficially own, in the aggregate, a number of shares of the Issuer's capital stock that represents in excess of 19.99% of the Issuer's voting power, subject to certain exceptions pursuant to the terms of the Redeemable Convertible Preferred Stock. The Redeemable Convertible Preferred Stock has no expiration date. F2 · ownership.direct: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. F3 · ownership.direct: As managing members of the sole general partner of Domain Partners VIII, L.P., each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by Domain Partners VIII, L.P., as reported on a Form 4 for Domain Partners VIII, L.P. filed on the same date as this Form 4. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.