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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Anacor Pharmaceuticals Inc [ ANAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/30/2010 | C | 1,752,808(3) | A | (1) | 1,752,808 | I | By Funds(6) | ||
Common Stock | 11/30/2010 | C | 133,622(4) | A | (1) | 1,886,430 | I | By Funds(7) | ||
Common Stock | 11/30/2010 | C | 139,105(5) | A | (1) | 2,025,535 | I | By Funds(8) | ||
Common Stock | 11/30/2010 | P | 600,000 | A | $5 | 2,625,535 | I | By Funds(9) | ||
Common Stock | 11/30/2010 | A | 2,000,000 | A | $5 | 4,625,535 | I | By Funds(9)(10)(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Convertible Preferred Stock | (1) | 11/30/2010 | C | 1,752,808 | (2) | (2) | Common Stock | 1,752,808(3) | $0 | 0 | I | No securities owned | |||
Series D Convertible Preferred Stock | (1) | 11/30/2010 | C | 133,622 | (2) | (2) | Common Stock | 133,622(4) | $0 | 0 | I | No securities owned | |||
Series E Convertible Preferred Stock | (1) | 11/30/2010 | C | 139,105 | (2) | (2) | Common Stock | 139,105(5) | $0 | 0 | I | No securities owned |
Explanation of Responses: |
1. Each share of the Issuer's Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock automatically converted into shares of common stock on a one-for-one basis immediately upon the closing of the Issuer's initial public offering. |
2. The Issuer's Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock do not have an expiration date and automatically converted into shares of common stock upon the closing of the Issuer's initial public offering. |
3. The shares, on a post conversion basis, are held as follows: 1,426,786 shares held by Venrock Associates IV, L.P. ("VAIV"), 290,966 shares held by Venrock Partners, L.P. ("VP") and 35,056 shares held by Venrock Entrepreneurs Fund IV, L.P. ("VEFIV"). Venrock Management IV, LLC, Venrock Partners Management, LLC and VEF Management IV, LLC (together, the "Venrock GP Entities") are the sole general partners of VAIV, VP and VEFIV, respectively (together, the "Venrock Funds"), and have voting and investment power over the shares held by the Venrock Funds. Anders D. Hove is a Member of each of the Venrock GP Entities, and Dr. Hove disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. |
4. The shares, on a post conversion basis, are held as follows: 108,769 shares held by VAIV, 22,181 shares held by VP and 2,672 shares held by VEFIV. Venrock Management IV, LLC, Venrock Partners Management, LLC and VEF Management IV, LLC are the sole general partners of VAIV, VP and VEFIV, respectively, and have voting and investment power over the shares held by the Venrock Funds. Anders D. Hove is a Member of each of the Venrock GP Entities, and Dr. Hove disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. |
5. The shares, on a post conversion basis, are held as follows: 113,232 shares held by VAIV, 23,091 shares held by VP and 2,782 shares held by VEFIV. Venrock Management IV, LLC, Venrock Partners Management, LLC and VEF Management IV, LLC are the sole general partners of VAIV, VP and VEFIV, respectively, and have voting and investment power over the shares held by the Venrock Funds. Anders D. Hove is a Member of each of the Venrock GP Entities, and Dr. Hove disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. |
6. The shares are held as follows: 1,426,786 shares held by VAIV, 290,966 shares held by VP and 35,056 shares held by VEFIV. Venrock Management IV, LLC, Venrock Partners Management, LLC and VEF Management IV, LLC are the sole general partners of VAIV, VP and VEFIV, respectively, and have voting and investment power over the shares held by the Venrock Funds. Anders D. Hove is a Member of each of the Venrock GP Entities, and Dr. Hove disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. |
7. The shares are held as follows: 1,535,555 shares held by VAIV, 313,147 shares held by VP and 37,728 shares held by VEFIV. Venrock Management IV, LLC, Venrock Partners Management, LLC and VEF Management IV, LLC are the sole general partners of VAIV, VP and VEFIV, respectively, and have voting and investment power over the shares held by the Venrock Funds. Anders D. Hove is a Member of each of the Venrock GP Entities, and Dr. Hove disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. |
8. The shares are held as follows: 1,648,787 shares held by VAIV, 336,238 shares held by VP and 40,510 shares held by VEFIV. Venrock Management IV, LLC, Venrock Partners Management, LLC and VEF Management IV, LLC are the sole general partners of VAIV, VP and VEFIV, respectively, and have voting and investment power over the shares held by the Venrock Funds. Anders D. Hove is a Member of each of the Venrock GP Entities, and Dr. Hove disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. |
9. The shares are held as follows: 2,137,187 shares held by VAIV, 435,838 shares held by VP and 52,510 shares held by VEFIV. Venrock Management IV, LLC, Venrock Partners Management, LLC and VEF Management IV, LLC are the sole general partners of VAIV, VP and VEFIV, respectively, and have voting and investment power over the shares held by the Venrock Funds. Anders D. Hove is a Member of each of the Venrock GP Entities, and Dr. Hove disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. |
10. 1,690,722 shares of common stock are held directly by Venrock Healthcare Capital Partners, L.P. ("VHCP"). VHCP Management, LLC ("VHCP Management") is the general partner of VHCP and may be deemed to beneficially own these shares. Messrs. Hove and Bryan Roberts are the managing members of VHCP Management and may be deemed to beneficially own these shares. Dr. Hove disclaims beneficial ownership of these shares, except to the extent of his indirect pecuniary interest therein. |
11. 309,278 shares of common stock are held directly by Venrock Co-Investment Holdings, LLC ("Venrock Co-Investment"). VHCP Management is the manager of Venrock Co-Investment and may be deemed to beneficially own these shares. Messrs. Hove and Roberts are the managing members of VHCP Management and may be deemed to beneficially own these shares. Dr. Hove disclaims beneficial ownership of these shares, except to the extent of his indirect pecuniary interest therein. |
Remarks: |
/s/ Anders D. Hove | 12/02/2010 | |
** 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 4 (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. |