0001181431-13-022591.txt : 20130417 0001181431-13-022591.hdr.sgml : 20130417 20130417213809 ACCESSION NUMBER: 0001181431-13-022591 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130416 FILED AS OF DATE: 20130417 DATE AS OF CHANGE: 20130417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRANT RYAN D CENTRAL INDEX KEY: 0001302106 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35869 FILM NUMBER: 13768047 MAIL ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Omthera Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001477598 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263797738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 707 STATE ROAD CITY: NEW JERSEY STATE: NJ ZIP: 08540 BUSINESS PHONE: 908-741-4323 MAIL ADDRESS: STREET 1: 707 STATE ROAD CITY: NEW JERSEY STATE: NJ ZIP: 08540 4 1 rrd376785.xml X0306 4 2013-04-16 0 0001477598 Omthera Pharmaceuticals, Inc. OMTH 0001302106 DRANT RYAN D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2013-04-16 4 C 0 156250 .01 A 156250 I See Note 2 Common Stock 2013-04-16 4 S 0 196 8 D 156054 I See Note 2 Common Stock 2013-04-16 4 C 0 633219 8 A 789273 I See Note 2 Common Stock 2013-04-16 4 C 0 4418940 A 5208213 I See Note 2 Common Stock 2013-04-16 4 P 0 625000 8 A 5833213 I See Note 2 Warrant (right to buy) .01 2013-04-16 4 C 0 156250 0 D 2013-04-16 2023-02-15 Common Stock 156250 0 I See Note 2 Secured Convertible Promissory Note 8 2013-04-16 4 C 0 633219 D 2013-04-16 2014-02-15 Common Stock 633219 0 I See Note 2 Series B Preferred Stock 2013-04-16 4 C 0 6165747 D Common Stock 4418940 0 I See Note 2 Effective upon the closing of the Issuer's initial public offering ("IPO") of its Common Stock, the Reporting Person's warrant automatically converted into 156,250 shares of Common Stock of the Issuer. The Reporting Person paid the exercise price of $0.01 per share of the warrant on a cashless basis, resulting in the Issuer's withholding of 196 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 156,054 shares. The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the securities held by NEA 13, except to the extent of his pecuniary interest therein. The Secured Convertible Promissory Note was issued to the Reporting Person in exchange for $5,000,000. Effective upon the closing of the Issuer's IPO, the outstanding principal and accrued and unpaid interest on the Secured Convertible Promissory Note automatically converted into shares of Common Stock at the Issuer's IPO price per share. This is the maturity date of the Secured Convertible Promissory Note. Effective upon the closing of the Issuer's IPO, each share of Series B Preferred Stock automatically converted, without the payment of additional consideration, at a ratio of 1.3953-1 into the number of shares of Common Stock shown in Column 7. The Series B Preferred Stock had no expiration date. /s/ Louis Citron, attorney-in-fact 2013-04-17