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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EPOCRATES INC [ EPOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/07/2011 | C | 1,315,803 | A | $0 | 1,315,803 | I | See Footnote(1) | ||
Common Stock | 02/07/2011 | C | 711,602 | A | $0 | 2,027,405 | I | See Footnote(1) | ||
Common Stock | 02/07/2011 | C | 265,120 | A | $0 | 2,292,525 | I | See Footnote(1) | ||
Common Stock | 02/07/2011 | S | 407,401 | D | $16 | 1,885,124 | I | See Footnote(1) | ||
Common Stock | 02/07/2011 | C | 59,696 | A | $0 | 59,696 | I | See Footnote(2) | ||
Common Stock | 02/07/2011 | C | 34,005 | A | $0 | 93,701 | I | See Footnote(2) | ||
Common Stock | 02/07/2011 | C | 12,208 | A | $0 | 105,909 | I | See Footnote(2) | ||
Common Stock | 02/07/2011 | S | 18,822 | D | $16 | 87,087 | I | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Convertible Preferred Stock | $0 | 02/07/2011 | C | 1,674,050 | (3) | (3) | Common Stock | 1,315,803 | $0 | 0 | I | See Footnote(1) | |||
Series A Convertible Preferred Stock | $0 | 02/07/2011 | C | 75,950 | (3) | (3) | Common Stock | 59,696 | $0 | 0 | I | See Footnote(2) | |||
Series B Convertible Preferred Stock | $0 | 02/07/2011 | C | 783,587 | (4) | (4) | Common Stock | 711,602 | $0 | 0 | I | See Footnote(1) | |||
Series B Convertible Preferred Stock | $0 | 02/07/2011 | C | 37,445 | (4) | (4) | Common Stock | 34,005 | $0 | 0 | I | See Footnote(2) | |||
Series C Convertible Preferred Stock | $0 | 02/07/2011 | C | 337,304 | (3) | (3) | Common Stock | 265,120 | $0 | 0 | I | See Footnote(1) | |||
Series C Convertible Preferred Stock | $0 | 02/07/2011 | C | 15,533 | (3) | (3) | Common Stock | 12,208 | $0 | 0 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents shares owned by InterWest Partners VII, L.P. ("IWP7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of IWP7 and InterWest Investors VII, L.P. ("IWI7" and together with IWP7, the "InterWest Funds") and thereby has sole voting and investment control over the shares owned by the InterWest Funds. Gilbert H. Kliman, Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Thomas L. Rosch and Arnold L. Oronsky are managing directors of IMP7 and have shared voting and investment control over the shares owned by the InterWest Funds. The managing directors and members of IMP7 disclaim beneficial ownership of the shares owned by the InterWest Funds, except to the extent of their respective pecuniary interest therein. |
2. Represents shares owned by InterWest Investors VII, L.P. ("IWI7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of IWI7 and InterWest Partners VII, L.P. ("IWP7" and together with IWI7, the "InterWest Funds") and thereby has sole voting and investment control over the shares owned by the InterWest Funds. Gilbert H. Kliman, Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Thomas L. Rosch and Arnold L. Oronsky are managing directors of IMP7 and have shared voting and investment control over the shares owned by the InterWest Funds. The managing directors and members of IMP7 disclaim beneficial ownership of the shares owned by the InterWest Funds, except to the extent of their respective pecuniary interest therein. |
3. Each of the shares of the Issuer's Series A Convertible Preferred Stock and Series C Convertible Preferred Stock automatically converted into 0.786 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering and have no expiration date. |
4. Each of the shares of the Issuer's Series B Convertible Preferred Stock automatically converted into 0.90813437 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. |
Remarks: |
Exhibit 99.1 Joint Filer Information |
See Exhibit 99.1 | 02/07/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |