0001072613-11-000346.txt : 20110329 0001072613-11-000346.hdr.sgml : 20110329 20110329151310 ACCESSION NUMBER: 0001072613-11-000346 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110329 DATE AS OF CHANGE: 20110329 GROUP MEMBERS: BRENDAN O'LEARY GROUP MEMBERS: JAMES A. COUNIHAN GROUP MEMBERS: PRISM INVESTMENT PARTNERS V, L.P. GROUP MEMBERS: PRISM VENTURE PARTNERS V, LLC GROUP MEMBERS: PRISM VENTURE PARTNERS V-A, L.P. GROUP MEMBERS: STEVEN J. BENSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Trius Therapeutics Inc CENTRAL INDEX KEY: 0001356857 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201320630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85614 FILM NUMBER: 11718550 BUSINESS ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-452-0370 MAIL ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prism Venture Partners V L P CENTRAL INDEX KEY: 0001313646 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 LOWDER BROOK DR STREET 2: SUITE 2500 CITY: WESTWOOD STATE: CA ZIP: 02090 BUSINESS PHONE: 781-302-4000 MAIL ADDRESS: STREET 1: 100 LOWDER BROOK DR STREET 2: SUITE 2500 CITY: WESTWOOD STATE: CA ZIP: 02090 SC 13G 1 trius-13g_17081.htm 13G - TRIUS trius-13g_17081.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*


Trius Therapeutics, Inc. 
(Name of Issuer)


Common Stock, $.0001 par value per share
(Title of Class of Securities)


  89685K10 
(CUSIP Number)


December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
CUSIP No.  89685K10
  
Page 2 of 17
 
1
NAMES OF REPORTING PERSONS
 
Prism Venture Partners V, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) o
                                  (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
2,958,230
7
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
2,958,230
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,958,230
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
CUSIP No.  89685K10
  
Page 3 of 17
 
1
NAMES OF REPORTING PERSONS
 
Prism Venture Partners V-A, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) o
                                  (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
2,958,230
7
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
2,958,230
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,958,230
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
CUSIP No.  89685K10
  
Page 4 of 17

1
NAMES OF REPORTING PERSONS
 
Prism Investment Partners V, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) o
                                  (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
2,958,230
7
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
2,958,230
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,958,230
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
CUSIP No.  89685K10
  
Page 5 of 17
 
1
NAMES OF REPORTING PERSONS
 
Prism Venture Partners V, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) o
                                  (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
2,958,230
7
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
2,958,230
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,958,230
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
 
CUSIP No.  89685K10
  
Page 6 of 17

1
NAMES OF REPORTING PERSONS
 
Steven J. Benson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) o
                                  (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
2,958,230
7
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
2,958,230
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,958,230
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
CUSIP No.  89685K10
  
Page 7 of 17

1
NAMES OF REPORTING PERSONS
 
James A. Counihan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) o
                                  (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
2,958,230
7
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
2,958,230
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,958,230
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
CUSIP No.  89685K10
  
Page 8 of 17

1
NAMES OF REPORTING PERSONS
 
Brendan O’Leary
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) o
                                  (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
2,958,230
7
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
2,958,230
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,958,230
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
CUSIP No.  89685K10
  
Page 9 of 17
 
Schedule 13G

Item 1(a).               Name of Issuer:

Trius Therapeutics, Inc. (the “Issuer”).

Item 1(b).               Address of Issuer’s Principal Executive Offices:

6310 Nancy Ridge Drive, Suite 101, San Diego, CA 92121.

Item 2(a).               Names of Persons Filing:

Prism Venture Partners V, L.P. (“PVP V”); Prism Venture Partners V-A, L.P. (“PVP V-A”); Prism Investment Partners V, L.P. (“PIP V”), which is the sole general partner of PVP V and PVP V-A; Prism Venture Partners V, LLC (“PVP V LLC”), which is the sole general partner of PIP V; Steven J. Benson (“Benson”); James A. Counihan (“Counihan”); and Brendan O’Leary (“O’Leary” and, together with, Benson and Counihan, the “Managing Members”) the managing members of PVP V LLC.  PVP V, PVP V-A, PIP V, PVP V LLC, Benson, Counihan, and O’Leary are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).               Address of Principal Business Office or, if None, Residence:

The address of the principal business office of PVP V, PVP V-A, PIP V, PVP V LLC, Benson, Counihan, and O’Leary is c/o Prism VentureWorks, 177 Kendrick Street, Suite 200, Needham, MA 02494.

Item 2(c).               Citizenship:

Each of PVP V, PVP V-A, and PIP V is a limited partnership organized under the laws of the State of Delaware.  PVP V LLC is a limited liability company organized under the laws of the State of Delaware.  Each of Benson, Counihan, and O’Leary is a United States citizen.

Item 2(d).               Title of Class of Securities:

Common Stock, $.0001 par value (“Common Stock”).

Item 2(e).               CUSIP Number:

89685K10.

Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
Not applicable.

Item 4.
Ownership.
 
 
(a)
Amount beneficially owned: PVP V is the record owner of 2,032,600 shares of Common Stock as of December 31, 2010 (the “PVP V Shares”) and PVP V-A is the record owner of 925,630 share of Common Stock as of December 31, 2010 (the “PVP V-A Shares” and, together with the PVP V Shares, the “Shares”).  By virtue of their relationship as affiliated entities whose controlling entities have overlapping individual controlling persons, PVP V may be deemed to own beneficially the PVP V-A Shares and PVP V-A may be deemed to own beneficially the PVP V Shares.  As the sole general partner of each of PVP V and PVP V-A, PIP V may be deemed to own beneficially the Shares.  As the sole general partner of PIP V, PVP V LLC may be deemed to own beneficially the Shares.  As the individual managing directors of PVP V LLC, Benson, Counihan, and O’Leary also may be deemed to own beneficially the Shares.

 
 
 
CUSIP No.  89685K10
  
Page 10 of 17
 
 
 
(b)
Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheets for each Reporting Person are calculated based on 23,584,417 shares of Common Stock reported by the Issuer to be outstanding as of November 10, 2010 on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2010.
 
 
(c) 
Number of shares as to which such person has:

(i)  
sole power to vote or to direct the vote:  See Line 5 of cover sheets.
 
(ii)  
shared power to vote or to direct the vote:  See Line 6 of cover sheets.
 
(iii)  
sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.
 
(iv)  
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
 
Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.
 
Item 5.                    Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.                    Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
Not applicable.

Item 8.
Identification and Classification of Members of the Group.

 
Not applicable.  The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).

Item 9.
Notice of Dissolution of Group.

 
Not applicable.

Item 10.
Certification.

 
Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

 
 
 
CUSIP No.  89685K10
  
Page 11 of 17
 
 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:                      March 29th, 2011


PRISM VENTURE PARTNERS V, L.P.

By:  Prism Investment Partners V, L.P.,
its General Partner

By:  Prism Venture Partners V, LLC,
its General Partner

By:           *                                                      
Name: Brendan O’Leary
Title:  Managing Member

PRISM VENTURE PARTNERS V-A, L.P.

By:  Prism Investment Partners V, L.P.,
        its General Partner

By:  Prism Venture Partners V, LLC,
        its General Partner

By:           *                                                      
Name: Brendan O’Leary
Title:  Managing Member

PRISM INVESTMENT PARTNERS V, L.P.

By:  Prism Venture Partners V, LLC,
        its General Partner

By:           *                                                      
Name: Brendan O’Leary
Title:  Managing Member

PRISM VENTURE PARTNERS V, LLC

By:           *                                                      
Name: Brendan O’Leary
Title:  Managing Member
 
**                                                     
Steven J. Benson
 
***                                                   
James A. Counihan
 
 
 
 
CUSIP No.  89685K10
  
Page 12 of 17
 
 
 
 
*                                                        
Brendan O’Leary

*/s/ Alyssa Scaparotti                                                       
Alyssa Scaparotti
As attorney-in-fact

**/s/ Alyssa Scaparotti                                                       
Alyssa Scaparotti
As attorney-in-fact

***/s/ Alyssa Scaparotti                                                       
Alyssa Scaparotti
As attorney-in-fact



*This Schedule 13G was executed by Alyssa Scaparotti on behalf of the Reporting Persons listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

** This Schedule 13G was executed by Alyssa Scaparotti on behalf of Steven J. Benson pursuant to a Power of Attorney, a copy of which is attached as Exhibit 3.

*** This Schedule 13G was executed by Alyssa Scaparotti on behalf of James A. Counihan pursuant to a Power of Attorney, a copy of which is attached as Exhibit 4.


 
 
 
CUSIP No.  89685K10
  
Page 13 of 17
 
EXHIBIT 1
AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Trius Therepeutics, Inc.

EXECUTED this 29th day of March, 2011

PRISM VENTURE PARTNERS V, L.P.

By:  Prism Investment Partners V, L.P.,
        its General Partner

By:  Prism Venture Partners V, LLC,
        its General Partner

By:           *                                                      
Name: Brendan O’Leary
Title:  Managing Member

PRISM VENTURE PARTNERS V-A, L.P.

By:  Prism Investment Partners V, L.P.,
        its General Partner

By:  Prism Venture Partners V, LLC,
        its General Partner

By:           *                                                      
Name: Brendan O’Leary
Title:  Managing Member

PRISM INVESTMENT PARTNERS V, L.P.

By:  Prism Venture Partners V, LLC,
        its General Partner

By:           *                                                      
Name: Brendan O’Leary
Title:  Managing Member

PRISM VENTURE PARTNERS V, LLC


By:           *                                                      
Name: Brendan O’Leary
Title:  Managing Member

**                                                      
Steven J. Benson
 
 
 
 
CUSIP No.  89685K10
  
Page 14 of 17
 
 
 
 
***                                                      
James A. Counihan
 
*                                                     
Brendan O’Leary

*/s/ Alyssa Scaparotti                                                       
Alyssa Scaparotti
As attorney-in-fact

**/s/ Alyssa Scaparotti                                                       
Alyssa Scaparotti
As attorney-in-fact

***/s/ Alyssa Scaparotti                                                       
Alyssa Scaparotti
As attorney-in-fact



*This Schedule 13G was executed by Alyssa Scaparotti on behalf of the Reporting Persons listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

** This Schedule 13G was executed by Alyssa Scaparotti on behalf of Steven J. Benson pursuant to a Power of Attorney, a copy of which is attached as Exhibit 3.

*** This Schedule 13G was executed by Alyssa Scaparotti on behalf of James A. Counihan pursuant to a Power of Attorney, a copy of which is attached as Exhibit 4.


 
 
 
CUSIP No.  89685K10
  
Page 15 of 17
 
 
EXHIBIT 2


POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dina Ciarimboli, Laurier Beaupre and Alyssa Scaparotti, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual, in his capacity as a general partner of any partnership, or in his capacity as a managing member of any limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he/she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his/her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 2nd day of August, 2010.



/s/ Brendan M. O’Leary
Brendan M. O’Leary
 
 
 
CUSIP No.  89685K10
  
Page 16 of 17
 
 
EXHIBIT 3


POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dina Ciarimboli, Laurier Beaupre and Alyssa Scaparotti, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual, in his capacity as a general partner of any partnership, or in his capacity as a managing member of any limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he/she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his/her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 30th day of November, 2009.



/s/ Steven J. Benson                                
Steven J. Benson
 
 
 
CUSIP No.  89685K10
  
Page 17 of 17
 
EXHIBIT 4


POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dina Ciarimboli, Laurier Beaupre and Alyssa Scaparotti, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual, in his capacity as a general partner of any partnership, or in his capacity as a managing member of any limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he/she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his/her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 24th day of March, 2011.



 /s/  James A. Counihan                                                                
James Counihan