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
BIND Therapeutics, Inc [ BIND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2013 | ||||||||||||||||||||||||||
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 | 09/25/2013 | C | 1,992,253 | A | (1) | 1,992,253 | I | See Footnote(2)(3) | ||
Common Stock | 09/25/2013 | P | 26,000 | A | $15 | 2,018,253 | I | See Footnote(2)(4) |
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 Preferred Stock | (1) | 09/25/2013 | C | 1,476,960 | (1) | (1) | Common Stock | 563,725(1) | $0 | 0 | I | See footnotes(2)(5) | |||
Series B Preferred Stock | (1) | 09/25/2013 | C | 1,900,000 | (1) | (1) | Common Stock | 725,191(1) | $0 | 0 | I | See footnotes(2)(6) | |||
Series C Preferred Stock | (1) | 09/25/2013 | C | 487,780 | (1) | (1) | Common Stock | 186,175(1) | $0 | 0 | I | See footnotes(2)(7) | |||
Series C-1 Preferred Stock | (1) | 09/25/2013 | C | 390,170 | (1) | (1) | Common Stock | 148,919(1) | $0 | 0 | I | See footnotes(2)(8) | |||
Series D Preferred Stock | (1) | 09/25/2013 | C | 964,798 | (1) | (1) | Common Stock | 368,243(1) | $0 | 0 | I | See footnotes(2)(9) |
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. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. Immediately prior to closing of the issuer's initial public offering, the preferred stock held by the reporting person automatically converted into common stock on a 2.62 to 1 basis. |
2. Terrance G. McGuire and Jonathan A. Flint are the managing members of Polaris Venture Management Co. V, L.L.C. ("Polaris V"), which is the sole general partner of each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Special Founders' V") (collectively, the "Polaris Funds") and may be deemed to beneficially own the shares held by the Polaris Funds, but each of Mr. McGuire, Mr. Flint and Polaris V disclaim beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. |
3. Includes 1,922,393 shares of common stock held by PVP V, 37,467 shares of common stock held by Entrepreneurs' V, 13,168 shares of common stock held by Founders' V and 19,225 shares of common stock held by Special Founders' V. |
4. Includes 1,947,481 shares of common stock held by PVP V, 37,956 shares of common stock held by Entrepreneurs' V, 13,340 shares of common stock held by Founders' V and 19,476 shares of common stock held by Special Founders' V. |
5. The Polaris Funds hold shares of Series A Preferred Stock ("Series A") convertible into 563,725 shares of common stock, which includes shares of Series A convertible into 543,957 shares of common stock held by PVP V, shares of Series A convertible into 10,601 shares of common stock held by Entrepreneurs' V, shares of Series A convertible into 3,726 shares of common stock held by Founders' V and shares of Series A convertible into 5,439 shares of common stock held by Special Founders' V. |
6. The Polaris Funds hold shares of Series B Preferred Stock ("Series B") convertible into 725,191 shares of common stock, which includes shares of Series B convertible into 699,761 shares of common stock held by PVP V, shares of Series B convertible into 13,638 shares of common stock held by Entrepreneurs' V, shares of Series B convertible into 4,793 shares of common stock held by Founders' V and shares of Series B convertible into 6,997 shares of common stock held by Special Founders' V. |
7. The Polaris Funds hold shares of Series C Preferred Stock ("Series C") convertible into 186,175 shares of common stock, which includes shares of Series C convertible into 179,647 shares of common stock held by PVP V, shares of Series C convertible into 3,501 shares of common stock held by Entrepreneurs' V, shares of Series C convertible into 1,230 shares of common stock held by Founders' V and shares of Series C convertible into 1,796 shares of common stock held by Special Founders' V. |
8. The Polaris Funds hold shares of Series C-1 Preferred Stock ("Series C-1") convertible into 148,919 shares of common stock, which includes shares of Series C-1 convertible into 143,697 shares of common stock held by PVP V, shares of Series C-1 convertible into 2,800 shares of common stock held by Entrepreneurs' V, shares of Series C-1 convertible into 984 shares of common stock held by Founders' V and shares of Series C-1 convertible into 1,437 shares of common stock held by Special Founders' V. |
9. The Polaris Funds hold shares of Series D Preferred Stock ("Series D") convertible into 368,243 shares of common stock, which includes shares of Series D convertible into 355,329 shares of common stock held by PVP V, shares of Series D convertible into 6,925 shares of common stock held by Entrepreneurs' V, shares of Series D convertible into 2,434 shares of common stock held by Founders' V and shares of Series D convertible into 3,554 shares of common stock held by Special Founders' V. |
/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Management Co. V, L.L.C. | 09/27/2013 | |
/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P. | 09/27/2013 | |
/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P. | 09/27/2013 | |
/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P. | 09/27/2013 | |
/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners V, L.P. | 09/27/2013 | |
/s/ Andrew Hirsch, attorney-in-fact for Terrance G. McGuire | 09/27/2013 | |
/s/ Andrew Hirsch, attorney-in-fact for Jonathan A. Flint | 09/27/2013 | |
** 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. |