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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 | ||||||||
Warrant to Purchase Common Stock (right to buy) | $ 0.33 | 12/15/2014 | 12/15/2014 | X | 5,133 | 12/09/2005 | 12/09/2015 | Common Stock | 5,133 | $ 0 | 0 | I | By funds (1) (6) | ||
Warrant to Purchase Common Stock (right to buy) | $ 0.33 | 12/15/2014 | 12/15/2014 | X | 38,493 | 07/03/2008 | 07/03/2018 | Common Stock | 38,493 | $ 0 | 0 | I | By funds (1) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HENOS MICHAEL A C/O GLYCOMIMETICS, INC. 401 PROFESSIONAL DRIVE, SUITE 250 GAITHERSBURG, MD 20879 |
X |
/s/ Brian F. Leaf, attorney-in-fact | 12/17/2014 | |
**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) | The reporting person is a manager of ATV III Partners, LLC, the general partner of Alliance Technology Ventures III, L.P. ("ATV III") and ATV III Affiliates Fund, L.P. ("ATV Affiliates"), and shares voting and investment power with respect to the securities held by ATV III and ATV Affiliates, but disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein. |
(2) | On December 15, 2014, ATV III and ATV Affiliates exercised warrants to purchase a total of 43,628 shares of the issuer's common stock for $0.33 a share. ATV III and ATV Affiliates paid the exercise price on a cashless basis, resulting in the issuer's withholding of 1,604 of the warrant shares to pay the exercise price and issuing 41,620 shares to ATV III and 404 shares to ATV Affiliates. The issuer also paid cash to ATV III and ATV Affiliates in lieu of any fractional shares to be issued upon exercise of the warrants. |
(3) | The total after the cashless exercise of the warrants includes 490,711 shares held by ATV III and 5,121 shares held by ATV Affiliates. |
(4) | The common stock was sold by ATV Affiliates in a series of open market transactions on the transaction date with a volume weighted average sale price of $8.97. The range of sale prices for the transactions reported was $8.87 to $9.15 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(5) | All of the shares were sold by ATV Affiliates. After this transaction, all shares are held by ATV III. |
(6) | 5,098 shares underlying warrants were held by ATV III and 35 shares underlying warrants are held by ATV Affiliates. |
(7) | 38,109 shares underlying warrants were held by ATV III and 384 shares underlying warrants are held by ATV Affiliates. |