0000899243-17-028097.txt : 20171206
0000899243-17-028097.hdr.sgml : 20171206
20171206202251
ACCESSION NUMBER: 0000899243-17-028097
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171206
FILED AS OF DATE: 20171206
DATE AS OF CHANGE: 20171206
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Agarwal Ajay
CENTRAL INDEX KEY: 0001708763
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243317
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL VENTURE INVESTORS, LLC
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KRUPKA MICHAEL A
CENTRAL INDEX KEY: 0001212150
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243318
MAIL ADDRESS:
STREET 1: BAIN CAPITAL
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP Associates III-B, LLC
CENTRAL INDEX KEY: 0001379517
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243320
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAIN CAPITAL VENTURE FUND 2005, L.P.
CENTRAL INDEX KEY: 0001309471
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243323
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAIN CAPITAL VENTURE PARTNERS 2005, L.P.
CENTRAL INDEX KEY: 0001309470
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243324
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAIN CAPITAL VENTURE INVESTORS, LLC
CENTRAL INDEX KEY: 0001309469
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243325
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP Associates III, LLC
CENTRAL INDEX KEY: 0001379475
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243322
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP Associates III-B
CENTRAL INDEX KEY: 0001379519
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243319
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP Associates III
CENTRAL INDEX KEY: 0001379476
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38319
FILM NUMBER: 171243321
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Quanterix Corp
CENTRAL INDEX KEY: 0001503274
STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826]
IRS NUMBER: 208957988
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 113 HARTWELL AVE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
BUSINESS PHONE: 617-301-9400
MAIL ADDRESS:
STREET 1: 113 HARTWELL AVE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2017-12-06
0
0001503274
Quanterix Corp
QTRX
0001309469
BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001309470
BAIN CAPITAL VENTURE PARTNERS 2005, L.P.
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001309471
BAIN CAPITAL VENTURE FUND 2005, L.P.
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001379475
BCIP Associates III, LLC
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001379476
BCIP Associates III
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001379517
BCIP Associates III-B, LLC
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001379519
BCIP Associates III-B
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001212150
KRUPKA MICHAEL A
C/O BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001708763
Agarwal Ajay
C/O BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
Series A-1 Preferred Stock
Common Stock
394273
I
See Footnotes
Series A-2 Preferred Stock
Common Stock
1034971
I
See Footnotes
Series B Preferred Stock
Common Stock
472271
I
See Footnotes
Series C Preferred Stock
Common Stock
108670
I
See Footnotes
Series D Preferred Stock
Common Stock
125900
I
See Footnotes
These shares are convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election.
Not applicable.
The shares of preferred stock will automatically convert into common stock immediately prior to the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, and based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of preferred stock will convert on a 1-for-3.214 basis and such conversion rate is reflected in the amount of common stock underlying the security.
Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2005, L.P. ("BCVP"), which is the general partner of Bain Capital Venture Fund 2005, L.P. ("Fund 2005"). As a result, BCVP may be deemed to share voting and dispositive power with respect to the securities held by Fund 2005. BCVP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. As of December 6, 2017, Fund 2005 held 1,106,387 shares of the Issuer's Series A-1 Preferred Stock, 2,904,268 shares of the Issuer's Series A-2 Preferred Stock, 1,325,258 shares of the Issuer's Series B Preferred Stock, 304,948 shares of the Issuer's Series C Preferred Stock and 353,283 shares of the Issuer's Series D Preferred Stock, each of which will automatically convert into 344,239, 903,630, 412,339, 94,881 and 109,921 shares of the Issuer's common stock, respectively, immediately prior to the closing of the Issuer's initial public offering.
As of December 6, 2017, BCIP Associates III, LLC ("BCIP III"), whose manager is BCIP Associates III ("BCIPA III"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), held 157,639 shares of the Issuer's Series A-1 Preferred Stock, 413,802 shares of the Issuer's Series A-2 Preferred Stock, 188,823 shares of the Issuer's Series B Preferred Stock, 43,449 shares of the Issuer's Series C Preferred Stock and 50,336 shares of the Issuer's Series D Preferred Stock, each of which will automatically convert into 49,047, 128,749, 58,750, 13,518 and 15,663 shares of the Issuer's common stock, respectively, immediately prior to the closing of the Issuer's initial public offering. BCIPA III may be deemed to share voting and dispositive power with respect to the securities held by BCIP III. BCIPA III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
As of December 6, 2017, BCIP Associates III-B, LLC ("BCIP III-B" and together with Fund 2005 and BCIP III, the "Bain Capital Entities"), whose manager is BCIP Associates III-B ("BCIPA III-B"), whose managing partner is Boylston, held 3,174 shares of the Issuer's Series A-1 Preferred Stock, 8,331 shares of the Issuer's Series A-2 Preferred Stock, 3,799 shares of the Issuer's Series B Preferred Stock, 874 shares of the Issuer's Series C Preferred Stock and 1,013 shares of the Issuer's Series D Preferred Stock, each of which will automatically convert into 987, 2,592, 1,182, 271 and 316 shares of the Issuer's common stock, respectively, immediately prior to the closing of the Issuer's initial public offering. BCIPA III-B may be deemed to share voting and dispositive power with respect to the securities held by BCIP III-B. BCIPA III-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Entities is directed by the Executive Committee of BCVI, which consists of Michael A. Krupka and Ajay Agarwal. As a result, BCVI and Messrs. Krupka and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. BCVI and Messrs. Krupka and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Bain Capital Venture Investors, LLC, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director
2017-12-06
Bain Capital Venture Partners 2005, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director
2017-12-06
Bain Capital Venture Fund 2005, L.P., By: Bain Capital Venture Partners 2005, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director
2017-12-06
BCIP Associates III, LLC, By: BCIP Associates III, its manager, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Authorized Signatory
2017-12-06
BCIP Associates III, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Authorized Signatory
2017-12-06
BCIP Associates III-B, LLC, By: BCIP Associates III-B, its manager, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Authorized Signatory
2017-12-06
BCIP Associates III-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Authorized Signatory
2017-12-06
/s/ Michael A. Krupka
2017-12-06
/s/ Ajay Agarwal
2017-12-06