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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 | ||||||||
Stock Option (right to buy) | $ 0.69 | 12/14/2005 | A | 40,000 | (3) | 12/14/2015 | Common Stock | 40,000 | $ 0 | 40,000 | D | ||||
Warrants (right to buy) (1) | $ 1 | 12/14/2005 | P | 5,000,000 | 12/14/2005 | 12/14/2010 | Common Stock | 5,000,000 | (2) | 5,000,000 | I | By Frazier Healthcare V, LP |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Topper James N 601 UNION STREET, SUITE 3200 SEATTLE, WA 98101 |
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/s/ Gail A. Sloan Attorney-in-fact for James N. Topper | 12/14/2005 | |
**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) | These securities are held by Frazier Healthcare V, L.P. Mr. Topper is a member of the investment committee of FHM V, LLC, the general partner of FHM V, L.P., which is the general partner of Frazier Healthcare V, L.P. As a member of the FHM V, LLC investment committee, Mr. Topper may be deemed to share voting and investment power for securities held by Frazier Healthcare V, L.P. Mr. Topper and the Frazier entities disclaim beneficial ownership of all such securities except to the extent of their proportionate pecuniary interests therein. |
(2) | Acquired pursuant to that certain Securities Purchase Agreement, dated October 6, 2005. |
(3) | The stock options vest and become exercisable with respect to 25% of the underlying shares on 12/14/2005 and with respect to an additional 25% of the underlying shares on each of the next three annual anniversaries thereof. |