0001209191-13-038807.txt : 20130801 0001209191-13-038807.hdr.sgml : 20130801 20130801190903 ACCESSION NUMBER: 0001209191-13-038807 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130730 FILED AS OF DATE: 20130801 DATE AS OF CHANGE: 20130801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Conatus Pharmaceuticals Inc CENTRAL INDEX KEY: 0001383701 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203183915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 558-8130 MAIL ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADVENT VENTURE PARTNERS LLP CENTRAL INDEX KEY: 0001285114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131004126 MAIL ADDRESS: STREET 1: 25 BUCKINGHAM GATE CITY: LONDON STATE: A1 ZIP: 00000 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-07-30 0 0001383701 Conatus Pharmaceuticals Inc CNAT 0001285114 ADVENT VENTURE PARTNERS LLP 25 BUCKINGHAM GATE LONDON X0 SW1E6LD UNITED KINGDOM 0 0 1 0 Common Stock 2013-07-30 4 C 0 1888091 A 1888091 I See footnotes Common Stock 2013-07-30 4 X 0 70003 0.0825 A 1958094 I See footnote Common Stock 2013-07-30 4 S 0 535 11.00 D 1957559 I See footnote Common Stock 2013-07-30 4 J 0 19223 11.00 A 1976782 I See footnote Common Stock 2013-07-30 4 P 0 190054 11.00 A 2166836 I See footnotes Series A Preferred Stock 2013-07-30 4 C 0 10000000 D Common Stock 1212121 0 I See footnotes Series B Preferred Stock 2013-07-30 4 C 0 5576786 D Common Stock 675970 0 I See footnotes Warrants to Purchase Shares of Series A Preferred Stock 2013-07-30 4 X 0 577599 D Common Stock 70003 0 I See footnotes The outstanding shares of Preferred Stock of the Issuer automatically converted into the shares of Common Stock of the Issuer at the closing of the Issuer's initial public offering (the "IPO") at a conversion ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration. Represents 672,872, 329,711, 91,972, 180,907, 26,029, 21,691, 6,507, 552,874 and 5,528 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively, upon conversion of Preferred Stock. Advent Venture Partners LLP owns 100% of Advent Management III Limited, which is GP of Advent Management III Limited Partnership, which is GP of each of Advent Private Equity Fund III "A", Advent Private Equity Fund III "B", Advent Private Equity Fund III "C", Advent Private Equity Fund III "D" and Advent Private Equity Fund III Affiliates. Advent Venture Partners LLP also owns 100% of Advent Limited and Advent Private Equity Fund IV. Advent Limited owns 100% of Advent Private Equity GmbH, which is GP of Advent Private Equity Fund III GmbH & Co. KG. Voting and investment power over the shares held by each named fund may be deemed to be shared with Advent Venture Partners LLP due to the affiliate relationship. Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase shares of Series A Preferred Stock were converted to warrants to purchase Common Stock with an exercise price of $0.0825 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, and were then net exercised based on the IPO price of $11.00 per share. Represents 24,950, 12,225, 3,410, 6,707, 965, 803, 240, 20,500 and 203 shares of Common Stock issued upon the exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. Represents 188, 93, 27, 52, 8, 7, 3, 155 and 2 shares of Common Stock withheld by the Issuer upon the net exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. The common stock was acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO. Represents 6,851, 3,357, 936, 1,842, 265, 221, 66, 5,629 and 56 shares of Common Stock issued upon the automatic conversion of the principal amount of the convertible promissory notes, plus accrued interest, held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively, upon the closing of the IPO at a conversion price of $11.00 per share. Represents 67,731, 33,189, 9,258, 18,210, 2,620, 2,183, 655, 55,652 and 556 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. Represents 772,216, 378,389, 105,549, 207,614, 29,871, 24,891, 7,465, 634,500 and 6,341 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. Represents 3,563,761, 1,746,266, 487,116, 958,149, 137,863, 114,886, 34,466, 2,928,211 and 29,282 shares of Series A Preferred Stock held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. Represents 1,987,434, 973,855, 271,654, 534,339, 76,883, 64,069, 19,221, 1,633,002 and 16,329 shares of Series B Preferred Stock held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. Represents 205,845, 100,865, 28,135, 55,342, 7,962, 6,635, 1,990, 169,135 and 1,690 shares of Series A Preferred Stock issuable upon the exercise of the Warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. /s/ Charles J. Cashion, Attorney-in-Fact for Advent Venture Partners LLP 2013-08-01