| 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
LIPOSCIENCE INC [ LPDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2013 | ||||||||||||||||||||||||||
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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 | 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) | ||
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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 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*
(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 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 | |
| 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. | ||