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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 | ||||||||
| Series A-1 Preferred Stock | (1) | 11/29/2010 | C | 2,064,781 | (1) | (1) | Common Stock | 2,064,781 | $ 0 | 0 | I | By Domain Partners VII, L.P. (3) | |||
| Series B Preferred Stock | (1) | 11/29/2010 | C | 1,232,861 | (1) | (1) | Common Stock | 1,232,861 | $ 0 | 0 | I | By Domain Partners VII, L.P. (3) | |||
| Convertible Promissory Notes | (2) | 11/29/2010 | C | 873,800 | (1) | (1) | Common Stock | 873,800 | $ 0 | 0 | I | By Domain Partners VII, L.P. (3) | |||
| Series A-1 Preferred Stock | (1) | 11/29/2010 | C | 35,215 | (1) | (1) | Common Stock | 35,215 | $ 0 | 0 | I | By DP VII Associates, L.P. (3) | |||
| Series B Preferred Stock | (1) | 11/29/2010 | C | 21,027 | (1) | (1) | Common Stock | 21,027 | $ 0 | 0 | I | By DP VII Associates, L.P. (3) | |||
| Convertible Promissory Notes | (2) | 11/29/2010 | C | 14,903 | (1) | (1) | Common Stock | 14,903 | $ 0 | 0 | I | By DP VII Associates, L.P. (3) | |||
| Series A-1 Preferred Stock | (1) | 11/29/2010 | C | 9,894 | (1) | (1) | Common Stock | 9,894 | $ 0 | 0 | I | By Domain Partners VI, L.P. (3) | |||
| Series A-1 Preferred Stock | (1) | 11/29/2010 | C | 106 | (1) | (1) | Common Stock | 106 | $ 0 | 0 | I | By DP VI Associates, L.P. (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BLAIR JAMES C C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON, NJ 08542 |
X | X | ||
| /s/Kathleen K. Schoemaker, Attorney-in-Fact | 12/01/2010 | |
| **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) | All outstanding shares of the Issuer's preferred stock were automatically converted into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. |
| (2) | All Convertible Promissory Notes, plus interest accrued thereon through the closing of the IPO, automatically converted into Common Stock upon the closing of the IPO, based on the IPO price of $4.00 per share. |
| (3) | The Reporting Person also indirectly beneficially owns 11,000 shares of Common Stock held by Domain Associates, LLC. The Reporting Person is a Managing Member of (i) One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P., (ii) One Palmer Square Associates VI, LLC, which is the sole general partner of Domain Partners VI, L.P. and DP VI Associates, L.P., and (iii) Domain Associates, LLC. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person 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. |