FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/15/2015 |
3. Issuer Name and Ticker or Trading Symbol
ProNAi Therapeutics Inc [ DNAI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 69,848 | D | |
Common Stock | 244 | I | By Apjohn Group, LLC(1) |
Common Stock | 27,382 | I | By Apjohn Ventures Fund, LP(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (3) | (3) | Common Stock | 307 | (3) | I | By Apjohn Group, LLC(1) |
Series B-1 Preferred Stock | (4) | (4) | Common Stock | 67,112 | (4) | I | By Apjohn Ventures Annex Fund LP(5) |
Series C Preferred Stock | (6) | (6) | Common Stock | 59,225 | (6) | I | By Apjohn Ventures Annex Fund LP(5) |
Series D Preferred Stock | (7) | (7) | Common Stock | 11,505 | (7) | I | By Apjohn Ventures Annex Fund LP(5) |
Series A Preferred Stock | (3) | (3) | Common Stock | 26,728 | (3) | I | By Apjohn Ventures Fund, LP(2) |
Series B Preferred Stock | (8) | (8) | Common Stock | 153,485 | (8) | I | By Apjohn Ventures Fund, LP(2) |
Series B-1 Preferred Stock | (4) | (4) | Common Stock | 287,626 | (4) | I | By Apjohn Ventures Fund, LP(2) |
Series C Preferred Stock | (6) | (6) | Common Stock | 23,779 | (6) | I | By Apjohn Ventures Fund, LP(2) |
Series B-1 Preferred Stock Warrant (right to buy) | (9) | (9) | Series B-1 Preferred Stock | 265,536 | $2.608(10) | I | By Apjohn Ventures Fund, LP(2) |
Series B-1 Preferred Stock Warrant (right to buy) | (9) | (9) | Series B-1 Preferred Stock | 6,711 | $7.45(10) | I | By Apjohn Ventures Fund, LP(2) |
Series C Preferred Stock Warrant (right to buy) | (9) | (9) | Series C Preferred Stock | 719 | $5.215(10) | I | By Apjohn Ventures Fund, LP(2) |
Series A Preferred Stock | (3) | (3) | Common Stock | 4,415 | (3) | I | By wife |
Series B Preferred Stock | (8) | (8) | Common Stock | 23,944 | (8) | I | By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006(11) |
Series B-1 Preferred Stock | (4) | (4) | Common Stock | 121,242 | (4) | I | By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006(11) |
Series C Preferred Stock | (6) | (6) | Common Stock | 65,938 | (6) | I | By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006(11) |
Series A Preferred Stock | (3) | (3) | Common Stock | 306 | (3) | I | By Donald R. Parfet 2006 Trust, Dated May 1, 2006(12) |
Series B Preferred Stock | (8) | (8) | Common Stock | 189,933 | (8) | I | By Donald R. Parfet 2006 Trust, Dated May 1, 2006(12) |
Series B-1 Preferred Stock | (4) | (4) | Common Stock | 142,422 | (4) | I | By Donald R. Parfet 2006 Trust, Dated May 1, 2006(12) |
Series A Preferred Stock | (3) | (3) | Common Stock | 46,034 | (3) | I | By Palmero Group LLC(13) |
Series C Preferred Stock | (6) | (6) | Common Stock | 13,130 | (6) | I | By Palmero Group LLC(13) |
Explanation of Responses: |
1. The reporting person is the managing member of Apjohn Group, LLC ("AG LLC"), and has sole voting and dispositive power over the shares held by Apjohn Group, LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
2. The reporting person is a managing member of Apjohn Ventures, LLC ("AV LLC"), which is the general partner of Apjohn Ventures Fund, LP ("AVF"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by AVF. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
3. Each share of the issuer's Series A Preferred Stock will automatically convert into 1.12593 shares of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. |
4. Each share of the issuer's Series B-1 Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
5. The reporting person is a managing member of AV LLC, which is the general partner of Apjohn Ventures Annex Fund LP ("AVAF"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by AVAF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
6. Each share of the issuer's Series C Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
7. Each share of the issuer's Series D Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
8. Each share of the issuer's Series B Preferred Stock will automatically convert into 1.11111 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
9. The warrant is exercisable at any time at the holder's election on a one-for one basis and automatically terminates on the completion of the issuer's IPO if not earlier exercised. |
10. The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares of preferred stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price. |
11. The reporting person's wife is the trustee of the Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006. The reporting person disclaims beneficial ownership of such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
12. The reporting person is the trustee of the Donald R. Parfet 2006 Trust, Dated May 1, 2006. |
13. The reporting person is a managing member of Palmero Group LLC, and has sole voting and shared dispositive power over the shares held by Palmero Group LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Remarks: |
/s/ Sukhi Jagpal as attorney-in-fact for Donald Parfet | 07/15/2015 | |
** 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 5 (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. |