0001193125-14-197318.txt : 20140513 0001193125-14-197318.hdr.sgml : 20140513 20140513172837 ACCESSION NUMBER: 0001193125-14-197318 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140513 DATE AS OF CHANGE: 20140513 GROUP MEMBERS: ALAN G. SPOON GROUP MEMBERS: JONATHAN A. FLINT GROUP MEMBERS: POLARIS VENTURE MANAGEMENT CO. IV, L.L.C. GROUP MEMBERS: POLARIS VENTURE PARTNERS ENTREPRENEURS' FUND IV, L.P. GROUP MEMBERS: TERRANCE G. MCGUIRE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCELERON PHARMA INC CENTRAL INDEX KEY: 0001280600 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87630 FILM NUMBER: 14838527 BUSINESS ADDRESS: STREET 1: 128 SYDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-649-9200 MAIL ADDRESS: STREET 1: 128 SYDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS VENTURE PARTNERS IV LP CENTRAL INDEX KEY: 0001157864 IRS NUMBER: 043571023 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 024511215 BUSINESS PHONE: 7812900770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 SC 13D/A 1 d723401dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

ACCELERON PHARMA INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

00434H108

(CUSIP Number)

Polaris Partners

1000 Winter Street, Suite 3350

Waltham, MA 02451

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 5, 2014

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:   ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 00434H108   Page 2 of 9

 

  1.   

Names of Reporting Persons.

 

Polaris Venture Partners IV, L.P. (“PVP IV”)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

2,950,013*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

2,950,013*

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,950,013*

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

9.5%

14.  

Type of Reporting Person (See Instructions)

 

PN

 

* Includes 180,518 shares of common stock underlying warrants exercisable within 60 days.


CUSIP No. 00434H108   Page 3 of 9

 

  1.   

Names of Reporting Persons.

 

Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. (“PVPE IV”)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

53,632**

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

53,632**

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

53,632**

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.2%

14.  

Type of Reporting Person (See Instructions)

 

PN

 

** Includes 3,384 shares of common stock underlying warrants exercisable within 60 days.


CUSIP No. 00434H108   Page 4 of 9

 

  1.   

Names of Reporting Persons.

 

Polaris Venture Management Co. IV, L.L.C. (“PVM IV”)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

3,003,645***

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

3,003,645***

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,003,645***

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

9.6%

14.  

Type of Reporting Person (See Instructions)

 

OO

 

*** Includes 183,902 shares of common stock underlying warrants exercisable within 60 days.


CUSIP No. 00434H108   Page 5 of 9

 

  1.   

Names of Reporting Persons.

 

Jonathan A. Flint (“Flint”)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

3,003,645***

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

3,003,645***

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,003,645***

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

9.6%

14.  

Type of Reporting Person (See Instructions)

 

IN

 

*** Includes 183,902 shares of common stock underlying warrants exercisable within 60 days.


CUSIP No. 00434H108   Page 6 of 9

 

  1.   

Names of Reporting Persons.

 

Terrance G. McGuire (“McGuire”)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

3,333+

     8.   

Shared Voting Power

 

3,003,645***

     9.   

Sole Dispositive Power

 

3,333+

   10.   

Shared Dispositive Power

 

3,003,645***

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,006,978***

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

9.7%

14.  

Type of Reporting Person (See Instructions)

 

IN

 

+  Includes 3,333 shares of common stock underlying options exercisable within 60 days.
*** Includes 183,902 shares of common stock underlying warrants exercisable within 60 days.


CUSIP No. 00434H108   Page 7 of 9

 

  1.   

Names of Reporting Persons.

 

Alan G. Spoon (“Spoon”)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

3,003,645***

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

3,003,645***

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,003,645***

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

9.6%

14.  

Type of Reporting Person (See Instructions)

 

IN

 

*** Includes 183,902 shares of common stock underlying warrants exercisable within 60 days.


CUSIP No. 00434H108     Page 8 of 9

 

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2014, by the Reporting Persons, as amended by Amendment No. 1 (“Amendment No. 1”) filed with the SEC on April 7, 2014 (the “Schedule 13D”), with respect to shares of common stock, par value $0.001 per share of the Issuer (“Common Stock”) beneficially owned by the Reporting Persons. Except as amended or supplemented in this Amendment No. 2, all other information in the Schedule 13D is as set forth therein. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b).

 

Reporting Persons

   Shares Held
Directly
    Sole
Voting
Power
    Shared
Voting
Power (1)
    Sole
Dispositive
Power
    Shared
Dispositive
Power (1)
    Beneficial
Ownership
    Percentage
of
Class (2)
 

PVP IV

     2,950,013 (3)      0        2,950,013 (3)      0        2,950,013 (3)      2,950,013 (3)      9.5

PVPE IV

     53,632 (3)      0        53,632 (3)      0        53,632 (3)      53,632 (3)      0.2

PVM IV

     0        0        3,003,645 (3)      0        3,003,645 (3)      3,003,645 (3)      9.6

Flint

     0        0        3,003,645 (3)      0        3,003,645 (3)      3,003,645 (3)      9.6

McGuire

     3,333 (4)      3,333 (4)      3,003,645 (3)      3,333 (4)      3,003,645 (3)      3,006,978 (3)(4)      9.7

Spoon

     0        0        3,003,645 (3)      0        3,003,645 (3)      3,003,645 (3)      9.6

 

(1) PVM IV is the general partner of PVP IV and PVPE IV, and Flint, McGuire and Spoon serve as managing members of PVM IV. Flint, McGuire and Spoon may be deemed to have shared voting and investment control over the shares of Common Stock beneficially owned by PVM IV, PVP IV and PVPE IV and therefore may be deemed to beneficially own the shares of Common Stock beneficially owned by PVM IV, PVP IV and PVPE IV.
(2) Percentages calculated based on a total of 31,160,274 shares of Common Stock outstanding of the Issuer as of January 31, 2014, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014.
(3) PVP IV holds warrants to purchase 180,518 shares of Common Stock, and PVPE IV holds warrants to purchase 3,384 shares of Common Stock, in each case which are presently vested and exercisable.
(4) Includes options to purchase 3,333 shares of Common Stock held by Mr. McGuire, which are presently vested and exercisable or will become vested and exercisable within 60 days.
(c) Except as described in this statement, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this statement.
(d) Not applicable.
(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On April 2, 2014, PVP IV and PVPE IV entered into a Stock Purchase Agreement with Celgene Corporation, a Delaware corporation (“Celgene”), pursuant to which PVP IV and PVPE IV agreed to sell 307,893 and 5,598 shares of Common Stock, respectively, of the Issuer held by PVP IV and PVPE IV to Celgene for a purchase price of $42.86 per share (the “Transaction”).

The Transaction was subject to customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in the United States. The Transaction closed on May 5, 2014.

The Stock Purchase Agreement is attached to Amendment No. 1 as Exhibit 99.1, and the information set forth in response to this Item 6 is qualified in its entirety by reference to the Stock Purchase Agreement which is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

Exhibit 1—Joint Filing Agreement

Exhibit 2—Power of Attorney, dated June 15, 2011, signed by Jonathan A. Flint and Terrance G. McGuire, in their respective capacities as managing members of Polaris Venture Management Co. IV, L.L.C.


CUSIP No. 00434H108     Page 9 of 9

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 12, 2014

 

POLARIS VENTURE PARTNERS IV, L.P.
By:   Polaris Venture Management Co. IV, L.L.C.
By:  

/s/ John Gannon

 

Attorney-in-Fact

POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P.
By:   Polaris Venture Management Co. IV, L.L.C.
By:  

/s/ John Gannon

 

Attorney-in-Fact

POLARIS VENTURE MANAGEMENT CO. IV, L.L.C.
By:  

/s/ John Gannon

 

Attorney-in-Fact

JONATHAN A. FLINT
By:  

/s/ Jonathan A. Flint

  Jonathan A. Flint
TERRANCE G. MCGUIRE
By:  

/s/ Terrance G. McGuire

  Terrance G. McGuire
ALAN G. SPOON
By:  

/a/ Alan G. Spoon

  Alan G. Spoon
EX-1 2 d723401dex1.htm EX-1 EX-1

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Date: May 12, 2014

 

POLARIS VENTURE PARTNERS IV, L.P.
By:   Polaris Venture Management Co. IV, L.L.C.
By:  

/s/ John Gannon

 

Attorney-in-Fact

POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P.
By:   Polaris Venture Management Co. IV, L.L.C.
By:  

/s/ John Gannon

 

Attorney-in-Fact

POLARIS VENTURE MANAGEMENT CO. IV, L.L.C.
By:  

/s/ John Gannon

 

Attorney-in-Fact

JONATHAN A. FLINT
By:  

/s/ Jonathan A. Flint

  Jonathan A. Flint
TERRANCE G. MCGUIRE
By:  

/s/ Terrance G. McGuire

  Terrance G. McGuire
ALAN G. SPOON
By:  

/s/ Alan G. Spoon

  Alan G. Spoon
EX-2 3 d723401dex2.htm EX-2 EX-2

Exhibit 2

POLARIS VENTURE MANAGEMENT CO. L.L.C.

POLARIS VENTURE MANAGEMENT CO. II, L.L.C.

POLARIS VENTURE MANAGEMENT CO. III, L.L.C.

POLARIS VENTURE MANAGEMENT CO. IV, L.L.C.

POLARIS VENTURE MANAGEMENT CO. V, L.L.C.

POLARIS VENTURE MANAGEMENT CO. VI, L.L.C.

NORTH STAR VENTURE MANAGEMENT, INC.

NORTH STAR VENTURE MANAGEMENT 2000, L.L.C.

NORTH STAR VENTURE MANAGEMENT 2010, L.L.C.

NORTH STAR VENTURE MANAGEMENT AVIATION, L.L.C.

POWER OF ATTORNEY

Each of the undersigned, including (i) Polaris Venture Management Co. VI, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners VI, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund VI, L.P., a Delaware limited partnership, (ii) Polaris Venture Management Co. V, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners V, L.P., a Delaware limited partnership, Polaris Venture Partners Entrepreneur’s Fund V, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund V, L.P., a Delaware limited partnership, (iii) Polaris Venture Management IV, L.L.C., a Delaware limited liability company, in the normal course of its business and its capacity as the general partner of Polaris Venture Partners IV, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund IV, L.P., a Delaware limited partnership, (iv) Polaris Venture Management Co. III, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners III, L.P., a Delaware limited partnership, Polaris Venture Partners Entrepreneurs’ Fund III, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund III, L.P., a Delaware limited partnership, (v) Polaris Venture Management Co. II, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners II, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund II, L.P., a Delaware limited partnership, (vi) Polaris Venture Management Co., L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners, L.P., a Delaware limited partnership and Polaris Venture Partners Founders’ Fund, L.P., a Delaware limited partnership, (vii) North Star Venture Management 2000, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the sole member of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, (viii) North Star Venture Management 2010, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the sole member of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, (ix) North Star Venture Management, Inc., a Delaware close corporation, in the normal course of its business, and (x) Jonathan A. Flint and Terrance C. McGuire in their capacity as managers of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, hereby constitutes and approves John Gannon as its true and lawful attorney-in-fact to:


(1) Execute for and on behalf of the undersigned any and all documents, agreements, filings, reports, consents, waivers or proxies, or amendments or modifications to any of the foregoing requested by the undersigned in connection with the conduct of the undersigned’s business;

 

(2) Do and perform any and all acts for an on behalf of the undersigned which may be necessary or desirable to complete and execute any and all such documents, agreements, filings, reports, consents, waivers, proxies or amendments or modifications thereto;

 

(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the right and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities under the laws of the United States or any state. This Power of Attorney shall remain in full force and effect from the date hereof until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[SIGNATURE PAGES FOLLOW]

 

2


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of June 15, 2011.

 

By:   /s/ David Barrett

David Barrett, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C.

 

By:   /s/ Michael Hirshland

Michael Hirshland, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C.

 

By:   /s/ Amir Nashat

Amir Nashat, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C.

 

By:   /s/ Bryce Youngren

Bryce Youngren, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C.


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of June 15, 2011.

 

POLARIS VENTURE MANAGEMENT CO., L.L.C.

POLARIS VENTURE MANAGEMENT CO. II, L.L.C.

POLARIS VENTURE MANAGEMENT CO. III, L.L.C.

POLARIS VENTURE MANAGEMENT CO. IV, L.L.C.

POLARIS VENTURE MANAGEMENT CO. V, L.L.C.

POLARIS VENTURE MANAGEMENT CO. VI, L.L.C.

NORTH STAR VENTURE MANAGEMENT, INC. NORTH STAR VENTURE MANAGEMENT 2000, L.L.C.

NORTH STAR VENTURE MANAGEMENT 2010, L.L.C.

NORTH STAR VENTURE MANAGEMENT AVIATION, L.L.C.

By:  

/s/ Jonathan A. Flint

Jonathan A. Flint, in his capacity as a Managing Member of Polaris Venture Management Co. L.L.C., Polaris Venture Management Co. II, L.L.C., Polaris Venture Management Co., III, L.L.C., Polaris Venture Management Co., IV, L.L.C., Polaris Venture Management Co. V, L.L.C.; and Polaris Venture Management Co. VI, L.L.C.; a shareholder, officer and director of North Star Venture Management, Inc.; a member of North Star Venture Management 2000, L.L.C.; a member of North Star Venture Management 2010, L.L.C.; and as a manager of North Star Venture Management Aviation, L.L.C.

By:  

/s/ Terrance G. McGuire

Terrance G. McGuire, in His capacity as a Managing Member of Polaris Venture Management Co. L.L.C., Polaris Venture Management Co. II, L.L.C., Polaris Venture Management Co., III, L.L.C., Polaris Venture Management Co., IV, L.L.C., Polaris Venture Management Co. V, L.L.C.; and Polaris Venture Management Co. VI, L.L.C.; a shareholder, officer and director of North Star Venture Management, Inc.; a member of North Star Venture Management 2000, L.L.C.; a member of North Star Venture Management 2010, L.L.C.; and as a manager of North Star Venture Management Aviation, L.L.C.