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*
THREE ARCH CAPITAL LP

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIPOSCIENCE INC [ LPDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2013
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 01/30/2013 C 1,536,688 (1) A (2) 1,566,052 I By fund (3)
Common Stock 01/30/2013 C 72,646 (1) A (2) 74,034 I By fund (4)
Common Stock 01/30/2013 P 205,295 (5) A $9 1,771,347 I By fund (3)
Common Stock 01/30/2013 P 9,705 (6) A $9 83,739 I By fund (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 D-1 Convertible Preferred Stock (7) 01/30/2013 C 1,463,385 (7) (7) Common Stock 851,690 $0.00 0 I By fund (8)
Series D-1 Convertible Preferred Stock (7) 01/30/2013 C 69,183 (7) (7) Common Stock 40,264 $0.00 0 I By fund (9)
Series E Convertible Preferred Stock (10) 01/30/2013 C 878,030 (10) (10) Common Stock 425,844 $0.00 0 I By fund (8)
Series E Convertible Preferred Stock (10) 01/30/2013 C 41,509 (10) (10) Common Stock 20,131 $0.00 0 I By fund (9)
Series F Convertible Preferred Stock (10) 01/30/2013 C 534,339 (10) (10) Common Stock 259,154 $0.00 0 I By fund (8)
Series F Convertible Preferred Stock (10) 01/30/2013 C 25,261 (10) (10) Common Stock 12,251 $0.00 0 I By fund (9)
1. Name and Address of Reporting Person*
THREE ARCH CAPITAL LP

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TAC ASSOCIATES LP

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TAC MANAGEMENT LLC

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAN MARK A

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 27616

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAEGER WILFRED E

(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 27616

(City) (State) (Zip)
Explanation of Responses:
1. The total represents shares received upon conversion of shares of Series D-1, Series E and Series F convertible preferred stock.
2. Effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series D-1 convertible preferred stock automatically converted into 0.582 shares of common stock and each share of Series E and Series F convertible preferred stock automatically converted into 0.485 shares of common stock. The convertible preferred stock had no expiration date.
3. Shares are held directly by Three Arch Capital, L.P. ("TAC"). Mark Wan ("Wan") and Wilfred Jaeger ("Jaeger") are managing members of, and have certain voting rights in, TAC Management, L.L.C. ("TACM"), which is the General Partner of TAC. TACM may be deemed to have sole voting and dispositive power over the shares which are owned directly by TAC, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Each of Wan and Jaeger may be deemed to have shared voting and dispositive power over the shares which are owned directly by TAC, but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. Shares are held directly by TAC Associates, L.P. ("TACA"). Wan and Jaeger managing members of, and have certain voting rights in, TACM, which is the General Partner of TACA. TACM may be deemed to have sole voting and dispositive power over the shares which are owned directly by TACA, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Each of Wan and Jaeger may be deemed to have shared voting and dispositive power over the shares which are owned directly by TACA, but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5. These shares were purchased by TAC in issuer's initial public offering.
6. These shares were purchased by TACA in issuer's initial public offering.
7. The Series D-1 Convertible Preferred Stock converted into common stock on a 0.582-for-1 basis and had no expiration date.
8. Shares were held by TAC.
9. Shares were held by TACA.
10. The Series E and Series F Convertible Preferred Stock converted into common stock on a 0.485-for-1 basis and had no expiration date.
Remarks:
/s/ Three Arch Capital, L.P., by TAC Management, L.L.C., its general partner, by Mark Wan, a managing member 01/30/2013
/s/ TAC Associates, L.P., by TAC Management, L.L.C., its general partner, by Mark Wan, a managing member 01/30/2013
/s/ TAC Management, L.L.C., by Mark Wan, a managing member 01/30/2013
/s/ Mark Wan 01/30/2013
/s/ Wilfred Jaeger 01/30/2013
** Signature of Reporting Person Date
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