SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FORMELA JEAN FRANCOIS

(Last) (First) (Middle)
460 EAST SWEDESFORD ROAD
SUITE 1050

(Street)
WAYNE PA 19087

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Egalet Corp [ EGLT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/11/2014 C 833,098 A (3) 833,098 I By Atlas Venture Fund(2)
Common Stock 02/11/2014 C 863,754 A (4) 1,696,852 I By Atlas Venture Fund(2)
Common Stock 02/11/2014 X 30,000 A $0.001 1,726,852 I By Atlas Venture Fund(2)
Common Stock 02/11/2014 C 298,083 A $6 2,024,935 I By Atlas Venture Fund(2)
Common Stock 02/11/2014 C 85,620 A $6 2,110,555 I By Atlas Venture Fund(2)
Common Stock 02/11/2014 P 41,667 A $12 2,152,222 I By Atlas Venture Fund(2)
Common Stock 308,727 I By Egalet A/S(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (3) 02/11/2014 C 833,098 (3) (3) Common Stock 833,098(3) $0 0 I By Atlas Venture Fund(2)
Series B Preferred Stock (4) 02/11/2014 C 863,754 (4) (4) Common Stock 863,754(4) $0 0 I By Atlas Venture Fund(2)
Warrants $0.001 02/11/2014 X 30,000 (5) (5) Common Stock 30,000 $0 0 I By Atlas Venture Fund(2)
Subordinated Convertible Debt $6 02/11/2014 C $1,788,502 (6) (6) Common Stock 298,083 $0 0 I By Atlas Venture Fund(2)
Senior Convertible Debt $6 02/11/2014 C $513,726 (7) (7) Common Stock 85,620 $0 0 I By Atlas Venture Fund(2)
Explanation of Responses:
1. The reporting person is Egalet A/S, a corporation. Atlas Venture Fund VII, L.P. ("Atlas Venture Fund") is a 23.9% equityholder of Egalet A/S. Atlas Venture Associates VII, L.P. ("Atlas Venture Associates") is the general partner of Atlas Venture Fund, and Atlas Venture Associates VII, Inc. ("Atlas Venture Inc.") is the general partner of Atlas Venture Associates. Dr. Formela is a director of Atlas Venture Inc. and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Atlas Venture Fund. Dr. Formela disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, and this report shall not be deemed an admission that Dr. Formela is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. The reporting person is Atlas Venture Fund. Atlas Venture Associates is the general partner of Atlas Venture Fund, and Atlas Venture Inc. is the general partner of Atlas Venture Associates. Dr. Formela is a director of Atlas Venture Inc. and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Atlas Venture Fund. Dr. Formela disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, and this report shall not be deemed an admission that Dr. Formela is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. The Series A-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
4. The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
5. The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to Atlas Venture Fund's purchase of a specified minimum amount of common stock in such offering.
6. The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.
7. The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.
/s/ Frank Castellucci by Frank Castellucci, attorney in fact for Jean-Francois Formela 02/12/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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