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*
Vulcan Ventures Inc.

(Last) (First) (Middle)
505 FIFTH AVENUE SOUTH, SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PTC THERAPEUTICS, INC. [ PTCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/25/2013 C 101,562 A (1) 101,562 D (2)
Common Stock 06/25/2013 C 797,102 A (1) 797,102 I Vulcan Capital Venture Capital I LLC (3)
Common Stock 06/25/2013 C 286,401 A (1) 286,401 I VCVC III LLC (4)
Common Stock 06/25/2013 C 183,333 A (5) 469,734 I VCVC III LLC (4)
Common Stock 06/25/2013 P 333,333 A $15 803,067 I VCVC III LLC (4)
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 Five Junior Preferred Stock $0 06/25/2013 C 101,562 (1) (1) Common Stock 101,562 $0 0 D (2)
Series Five Junior Preferred Stock $0 06/25/2013 C 797,102 (1) (1) Common Stock 797,102 $0 0 I Vulcan Capital Venture Capital I LLC (3)
Series Five Junior Preferred Stock $0 06/25/2013 C 286,401 (1) (1) Common Stock 286,401 $0 0 I VCVC III LLC (4)
Series Four Senior Preferred Stock $0 06/25/2013 C 183,333 (5) (5) Common Stock 183,333 $0 0 I VCVC III LLC (4)
1. Name and Address of Reporting Person*
Vulcan Ventures Inc.

(Last) (First) (Middle)
505 FIFTH AVENUE SOUTH, SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vulcan Capital Venture Capital Management I, LLC

(Last) (First) (Middle)
505 FIFTH AVENUE SOUTH
SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vulcan Capital Venture Capital I LLC

(Last) (First) (Middle)
505 FIFTH AVENUE SOUTH
SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ALLEN PAUL G

(Last) (First) (Middle)
505 FIFTH AVENUE S.
SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cougar Investment Holdings LLC

(Last) (First) (Middle)
505 FIFTH AVENUE SOUTH
SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VCVC Management III LLC

(Last) (First) (Middle)
505 FIFTH AVENUE SOUTH
SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VCVC III LLC

(Last) (First) (Middle)
505 FIFTH AVENUE SOUTH
SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
Explanation of Responses:
1. Each share of the issuer's Series Five Junior Preferred Stock converted into 1 share of the issuer's Common Stock on June 25, 2013 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "IPO"), and had no expiration date.
2. Vulcan Ventures Incorporated ("VVI") is wholly owned by Paul G. Allen, and Mr. Allen has sole voting and investment power over the shares held by VVI.
3. VVI is the Managing Member of Vulcan Capital Venture Capital Management I LLC ("VCVC Management I"), which is the Manager of Vulcan Capital Venture Capital I LLC ("VCVC I"). Mr. Allen has sole voting and investment power over the shares held by VCVC I. VVI, VCVC Management I and Mr. Allen disclaim beneficial ownership over the securities held by VCVC I except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
4. Cougar Investment Holdings LLC ("Cougar") is the Managing Member of VCVC Management III LLC ("VCVC Management III"), which is the Manager of VCVC III LLC ("VCVC III"). Cougar is wholly owned by Mr. Allen, and Mr. Allen has sole voting and investment power over the shares held by VCVC III. Cougar, VCVC Management III and Mr. Allen disclaim beneficial ownership over the securities held by VCVC III except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
5. Each share of the issuer's Series Four Senior Preferred Stock converted into 1 share of the issuer's Common Stock on June 25, 2013 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO and had no expiration date.
Remarks:
Michael Kranda, who is a consultant to VVI, serves on the issuer's Board of Directors as VVI's representative.
/s/ Susan Drake, as attorney-in-fact for Vucan Ventures Incorporated 06/25/2013
/s/ Susan Drake, as attorney-in-fact for Vulcan Capital Venture Capital I LLC 06/25/2013
/s/ Susan Drake, as attorney-in-fact for Vulcan Capital Management I LLC 06/25/2013
/s/ David R. Stewart, as attorney-in-fact for Paul G. Allen 06/25/2013
/s/ Susan Drake, as attorney-in-fact for Cougar Investment Holdings LLC 06/25/2013
/s/ Susan Drake, as attorney-in-fact for VCVC Management III LLC 06/25/2013
/s/ Susan Drake, as attorney-in-fact for VCVC III LLC 06/25/2013
** Signature of Reporting Person Date
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