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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
MAP Pharmaceuticals, Inc. [ MAPP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/11/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 10/11/2007 | J(1) | 128,862 | A | $14.502 | 212,195 | I | See footnote(2) | ||
Common Stock | 10/11/2007 | C | 1,638,797 | A | $14.502 | 1,850,992 | I | See footnote(3) |
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 Preferred Stock | (4) | 10/11/2007 | 10/11/2007 | C | 779,871 | (5) | (5) | Common Stock | 779,871 | $14.502 | 0 | D | |||
Series C Preferred Stock | (4) | 10/11/2007 | 10/11/2007 | C | 320,690 | (5) | (5) | Common Stock | 320,690 | $14.502 | 0 | D | |||
Series D Preferred Stock | (4) | 10/11/2007 | 10/11/2007 | C | 538,236 | (5) | (5) | Common Stock | 538,236 | $14.502 | 0 | D |
Explanation of Responses: |
1. Received pursuant to a cumulative stock dividend accumulated through September 14, 2007, at which time further accumulation ended, to holders of the issuer's preferred stock upon the closing of the issuer's initial public offiering. |
2. Represents 102,644 shares held by Skyline Venture Partners Qualified Purchaser Fund III, L.P. ("SVPQFIII"), 23,730 shares held by Skyline Venture Partners III, L.P. ("SVPIII") and 85,821 shares held by Skyline Expansion Fund, L.P. ("SEF"). Skyline Venture Management III, LLC ("SVMIII) is the General Partner of both SVPQFIII and SVPIII, as well as the Managing Member of Skyline Expansion Fund Management, LLC, the General Partner of SEF. In such capacities, SVMIII may be deemed to share voting and investment powers with respect to the shares of Common Stock held by SVPIII, SVPQFIII, and John Freund and Yasunori Kaneko as Managing Directors of SVMIII may be deemed to share voting and investment power with respect to the shares of Common Stock held by SVPIII and SVPQFIII. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
3. Represents 1,625,070 shares held by SVPQFIII, 61,633 shares held SVPIII and 164,289 shares held by SEF. SVMIII is the General Partner of both SVPQFIII and SVPIII, as well as the Managing Member of Skyline Expansion Fund Management, LLC, the General Partner of SEF. In such capacities, SVMIII may be deemed to share voting and investment powers with respect to the shares of Common Stock held by SVPIII, SVPQFIII, and John Freund and Yasunori Kaneko as Managing Directors of SVMIII may be deemed to share voting and investment power with respect to the shares of Common Stock held by SVPIII and SVPQFIII. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
4. All outstanding shares of the issuer's preferred stock were automatically converted into common stock on a 1-for-1 basis upon the closing of the issuer's intial public offering, for no additional consideration. |
5. Not applicable, see Note 4. |
/s/ John G. Freund, M.D. | 10/11/2007 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |