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*
New Leaf Ventures II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Versartis, Inc. [ VSAR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2014
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 03/27/2014 C 1,821,084 (1) A (1) 1,821,084 D (2)
Common Stock 03/27/2014 C 733,880 (1) A (1) 2,554,964 D (2)
Common Stock 03/27/2014 C 265,219 (1) A (1) 2,820,183 D (2)
Common Stock 03/27/2014 C 117,342 (1) A (1) 2,937,525 D (2)
Common Stock 03/27/2014 C 308,356 (1) A (1) 3,245,881 D (2)
Common Stock 03/27/2014 C 66,049 (1) A (1) 3,311,930 D (2)
Common Stock 03/27/2014 P 60,000 A $21.02 3,371,930 D (2)
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 B Convertible Preferred Stock $0 03/27/2014 C 20,942,466 (1) (1) Common Stock 1,821,084 $0 0 D (2)
Series C Convertible Preferred Stock $0 03/27/2014 C 8,439,620 (1) (1) Common Stock 733,880 $0 0 D (2)
Series D1 Convertible Preferred Stock $0 03/27/2014 C 3,050,019 (1) (1) Common Stock 265,219 $0 0 D (2)
Series D2 Convertible Preferred Stock $0 03/27/2014 C 1,349,433 (1) (1) Common Stock 117,342 $0 0 D (2)
Series E Convertible Preferred Stock $0 03/27/2014 C 3,546,094 (1) (1) Common Stock 308,356 $0 0 D (2)
Warrant $0.45 03/27/2014 X 759,565 (3) (3) Series B Convertible Preferred Stock 759,565 $0 0 D (2)
Series B Convertible Preferred Stock $0 03/27/2014 C 759,565 (1) (1) Common Stock 66,049 $0 0 D (2)
1. Name and Address of Reporting Person*
New Leaf Ventures II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Leaf Venture Associates II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Leaf Venture Management II, L.L.C.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chambon Philippe O.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NIEDEL JAMES

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HUNT RONALD

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lathi Vijay K

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
1200 PARK PLACE, SUITE 300

(Street)
SAN MATEO CA 94043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Delagardelle Jeani

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
1200 PARK PLACE, SUITE 300

(Street)
SAN MATEO CA 94043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ratcliffe Liam

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. The shares automatically converted into Common Stock on a 1-for-11.5 basis upon the closing of the Issuer's initial public offering without payment of further consideration and had no expiration date.
2. Represents shares directly beneficially owned by NLV II. New Leaf Venture Associates II, L.P. ("NLV Associates") is the general partner of NLV II and New Leaf Venture Management II, L.L.C. ("NLV Management") is the general partner of NLV Associates. Philippe O. Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi, James Niedel and Liam Ratcliffe are the individual managers of NLV Management (the "Individual Managers"). NLV Associates and NLV Management disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. As one of six individual managers, each of the Individual Managers disclaims beneficial ownership over the shares reported herein, and in all events disclaims pecuniary interest except to the extent of his economic interest.
3. Immediately exercisable. The warrant shall expire on the earlier of October 12, 2017 or the closing of the Issuer's initial public offering.
Remarks:
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P. 03/28/2014
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P. 03/28/2014
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C. 03/28/2014
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon 03/28/2014
/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel 03/28/2014
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt 03/28/2014
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi 03/28/2014
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle 03/28/2014
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Liam Ratcliffe 03/28/2014
** 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 4 (b)(v).
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