FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/17/2014 |
3. Issuer Name and Ticker or Trading Symbol
Pfenex Inc. [ PFNX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 81,475 | I | See footnote(1) |
Common Stock | 299,392 | I | See footnote(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-2 Participating Preferred Stock | (3) | (3) | Common Stock | 684,665 | $0.00(3) | I | See footnote(1) |
Series A-2 Participating Preferred Stock | (3) | (3) | Common Stock | 2,515,903 | $0.00(3) | I | See footnote(2) |
Explanation of Responses: |
1. Shares held by Signet Healthcare Partners Accredited Partnership III, LP ("SHPAP"). SHPAP has sole voting and dispositive power over the shares, except that (i) Signet Healthcare Partners, LLC ("SHP, LLC"), which manages SHPAP, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing partner of SHP LLC, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
2. Shares held by Signet Healthcare Partners QP Partnership III, LP ("SHQP"). SHQP has sole voting and dispositive power over the shares, except that (i) Signet Healthcare Partners, LLC ("SHP, LLC"), which manages SHQP, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing partner of SHP LLC, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
3. Each share of Series A-2 Participating Preferred Stock will automatically convert into 1 share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Patricia Lady, as Attorney-in-Fact | 07/17/2014 | |
** 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 5 (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. |