SEC FORM 4

SEC Form 4

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

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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^*

HEALTHCARE VENTURES VII LP

(Last)

(First)

(Middle)

47 THORNDIKE STREET

SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLOBEIMMUNE INC [ GBIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2014		C⁽¹⁾		80,533	A	$0.00	80,533	I	By Partnership⁽²⁾
Common Stock	07/08/2014		C⁽¹⁾		188,096	A	$0.00	268,629	I	By Partnership⁽²⁾
Common Stock	07/08/2014		C⁽¹⁾		123,574	A	$0.00	392,203	I	By Partnership⁽²⁾
Common Stock	07/08/2014		C⁽¹⁾		2,064	A	$0.00	394,267	I	By Partnership⁽²⁾
Common Stock	07/08/2014		P⁽³⁾		190,000	A	$10	584,267	I	By Partnership⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	07/08/2014		C			2,528,000	⁽¹⁾	⁽¹⁾	Common Stock	80,533	$0.00	0	I	By Partnership⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	07/08/2014		C			5,904,335	⁽¹⁾	⁽¹⁾	Common Stock	188,096	$0.00	0	I	By Partnership⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	07/08/2014		C			3,879,015	⁽¹⁾	⁽¹⁾	Common Stock	123,574	$0.00	0	I	By Partnership⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	07/08/2014		C			64,809	⁽¹⁾	⁽¹⁾	Common Stock	2,064	$0.00	0	I	By Partnership⁽²⁾

1. Name and Address of Reporting Person^*

HEALTHCARE VENTURES VII LP

(Last)

(First)

(Middle)

47 THORNDIKE STREET

SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CAVANAUGH JAMES H

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCare Partners VII, L.P.

(Last)

(First)

(Middle)

47 THORNDIKE STREET

SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAWLOR AUGUSTINE

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LITTLECHILD JOHN W

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mirabelli Christopher

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WERNER HAROLD R

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Effective immediately upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted on a 1 for 31.39 basis into shares of common stock of the issuer. Pursuant to the terms of the convertible preferred stock, the conversion of the shares of the preferred stock was done on a certificate by certificate basis with fractional shares paid out to the reporting persons in cash. The convertible preferred stock had no expiration date.

2. These securities are held of record by HealthCare Ventures VII, L.P. ("HCVVII"). HealthCare Partners VII, L.P. ("HCPVII") is the General Partner of HCVVII. Each of James Cavanaugh, Christopher Mirabelli, Harold Werner, John Littlechild and Augustine Lawlor are general partners of HCPVII and exercise shared voting and investment power with respect to the shares owned by HCVVII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. In addition, Mr. Lawlor is a member of the Board of Directors of the Issuer.

3. These shares were purchased by HCVVII.

Remarks:

	/s/ Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VII, L.P.	07/08/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for James Cavanaugh	07/08/2014
	Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VII, L.P.	07/08/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor	07/08/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild	07/08/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli	07/08/2014
	Jeffrey B. Steinberg, Attorney-in-fact for Harold Werner	07/08/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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