SEC FORM 3

SEC Form 3

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^*

Atlas Venture Fund VII L P

(Last)

(First)

(Middle)

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2014

3. Issuer Name and Ticker or Trading Symbol
Egalet Corp [ EGLT ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
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	308,727	I	By Egalet A/S⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	833,098	⁽²⁾	D
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	863,754	⁽²⁾	D
Subordinated Convertible Debt	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	284,790⁽⁵⁾	⁽³⁾⁽⁴⁾	D
Warrants	⁽⁶⁾	⁽⁶⁾	Common Stock	30,000	⁽⁶⁾	D
Senior Convertible Debt	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	D

Explanation of Responses:

1. The reporting person is Egalet A/S, a corporation. Atlas Venture Fund VII, L.P. ("Atlas") is a 23.9% equityholder of Egalet A/S.

2. The preferred stock is convertible into common stock at any time, at the holder's election or at the election of the holders of not less than 60% of the issued and outstanding shares of preferred stock, and is automatically convertible into common stock immediately prior to the consummation of the Issuer's initial public offering, in each case, on a 1-for-1 basis.

3. The subordinated convertible debt (the "Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into Series B preferred stock at euro 4.4326 per share (a "Sale Conversion"), (iii) in the event of an equity financing which is not a qualified initial public offering but in which the Issuer receives at least euro 8,000,000 in proceeds for the issuance of common stock or securities convertible into common stock, into shares of the same class issued in such financing at 50% of the per share price in such financing, and (footnote continued below)

4. (continued from footnote 3 above) (iv) if none of the foregoing have occurred prior to April 26, 2014, on or after such date, at the option of the lenders, into Series B preferred stock at euro 4.4326 per share (a "Maturity Conversion").

5. The principal amount of the Debt held by Atlas is $1,706,586 (the "Loan Amount"). Based on the exchange rate as of February 4, 2014, the Loan Amount is convertible upon a Sale Conversion or Maturity Conversion into 284,790 shares of Series B preferred stock. Series B preferred stock is convertible into common stock of the Issuer as described in footnote 2 above.

6. The warrants will be automatically exercised immediately prior to the consummation of the Issuer's initial public offering on a 1-for-1 basis, provided that Atlas purchases a specified minimum amount of common stock in such offering.

7. The senior convertible debt (the "Senior Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering, (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into the number of shares of common stock obtained by dividing the number of fully diluted shares of the Issuer by the difference between 1 and the quotient of the aggregate amount of principal and interest on the loan divided by 50% of the sale consideration, and then subtracting the number of fully diluted shares of the Issuer from the result, and (footnote continued below)

8. (continued from footnote 7 above) (iii) in the event of a financing which is not a qualified initial public offering but in which the Issuer receives at least $5,000,000 in proceeds, into a new class of stock to be created by the Issuer at a price to be agreed upon by the holders of the Senior Debt. The principal amount of the Senior Debt held by Atlas is $500,000.

	/s/ Frank Castellucci, Assistant Secretary	02/05/2014
	** 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).
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