0001104659-11-018305.txt : 20110401 0001104659-11-018305.hdr.sgml : 20110401 20110401184941 ACCESSION NUMBER: 0001104659-11-018305 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110401 FILED AS OF DATE: 20110401 DATE AS OF CHANGE: 20110401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRANZYME INC CENTRAL INDEX KEY: 0001274644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 631192270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919 313-4760 MAIL ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BDC CAPITAL INC. CENTRAL INDEX KEY: 0001430885 STATE OF INCORPORATION: A8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 11733088 BUSINESS ADDRESS: STREET 1: SUITE 300, 5 PLACE VILLE MARIE CITY: MONTREAL STATE: A8 ZIP: H3B 5E7 BUSINESS PHONE: 514-283-0869 MAIL ADDRESS: STREET 1: SUITE 300, 5 PLACE VILLE MARIE CITY: MONTREAL STATE: A8 ZIP: H3B 5E7 3 1 a3.xml 3 X0203 3 2011-04-01 0 0001274644 TRANZYME INC TZYM 0001430885 BDC CAPITAL INC. 5 PLACE VILLE MARIE, SUITE 300 MONTREAL, QUEBEC, CANADA H3B 5E7 0 0 1 0 Series A Convertible Preferred Stock Common Stock 307287 D Common Exchangeable Shares of Tranzyme Pharma Inc. Common Stock 16108 D Preferred Exchangeable Shares of Tranzyme Pharma Inc. Common Exchangeable Shares of Tranzyme Pharma Inc. 915430 D The shares of Series A Convertible Preferred Stock owned of record by the Reporting Person will convert automatically into the number of shares of Common Stock set forth above, without the payment of any additional consideration upon the closing of the Issuer's initial public offering, which is anticipated to occur on April 6, 2011. The Series A Convertible Preferred Stock does not have an expiration date. These shares of Tranzyme Pharma Inc. will be exchanged for shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering, which is anticipated to occur on April 6, 2011, in a corporate reorganization. These shares are immediately exercisable and have no expiration date. These shares of Tranzyme Pharma Inc. will be converted into Common Exchangeable Shares of Tranzyme Pharma Inc. immediately prior to the closing of the Issuer's initial public offering, which is anticipated to occur on April 6, 2011, in a corporate reorganization. These shares are immediately exercisable and have no expiration date. These securities are owned of record by BDC Capital Inc. BDC Capital Inc. is a wholly owned subsidiary of the Business Development Bank of Canada ("BDC"), a Crown Corporation. Voting and investment decisions are made through a sub committee of the board of directors of the BDC, the Credit/Investment and Risk Committee. The members of that committee are all directors of BDC: Thomas Spencer, Eric Boyko, Stan Bracken-Horrocks, Jean-Rene Halde, Prashant Shanker Pathak and Rosemary Zigrossi, each of whom disclaims beneficial ownership of such securities except to the extent of his on her pecuniary interest therein. /s/ Karl Reckziegel, Director, Venture Capital, and /s/ Jean-Francois Pariseau, Director, Venture Capital, for BDC Capital Inc. 2011-04-01