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^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2013

3. Issuer Name and Ticker or Trading Symbol
BIND Therapeutics, Inc [ BIND ]

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)

	Form filed by One Reporting Person
X	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)

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 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	563,725⁽¹⁾	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	725,191⁽¹⁾	⁽¹⁾	I	See footnotes⁽²⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	186,175⁽¹⁾	⁽¹⁾	I	See footnotes⁽²⁾⁽⁵⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	148,919⁽¹⁾	⁽¹⁾	I	See footnotes⁽²⁾⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	368,243⁽¹⁾	⁽¹⁾	I	See footnotes⁽²⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(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^*

Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(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^*

Polaris Venture Partners Founders' Fund V, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(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^*

Polaris Venture Partners Special Founders' Fund V, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(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^*

Polaris Venture Partners V, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(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^*

MCGUIRE TERRANCE

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(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^*

Flint Jonathan A

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(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. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. Immediately prior to closing of the issuer's initial public offering, the preferred stock held by the reporting person will automatically convert into common stock on a 2.62 to 1 basis.

2. Terrance G. McGuire and Jonathan A. Flint are the managing members of Polaris Venture Management Co. V, L.L.C. ("Polaris V"), which is the sole general partner of each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Special Founders' V") (collectively, the "Polaris Funds") and may be deemed to beneficially own the shares held by the Polaris Funds, but each of Mr. McGuire, Mr. Flint and Polaris V disclaim beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

3. The Polaris Funds hold shares of Series A Preferred Stock ("Series A") convertible into 563,725 shares of common stock, which includes shares of Series A convertible into 543,957 shares of common stock held by PVP V, shares of Series A convertible into 10,601 shares of common stock held by Entrepreneurs' V, shares of Series A convertible into 3,726 shares of common stock held by Founders' V and shares of Series A convertible into 5,439 shares of common stock held by Special Founders' V.

4. The Polaris Funds hold shares of Series B Preferred Stock ("Series B") convertible into 725,191 shares of common stock, which includes shares of Series B convertible into 699,761 shares of common stock held by PVP V, shares of Series B convertible into 13,638 shares of common stock held by Entrepreneurs' V, shares of Series B convertible into 4,793 shares of common stock held by Founders' V and shares of Series B convertible into 6,997 shares of common stock held by Special Founders' V.

5. The Polaris Funds hold shares of Series C Preferred Stock ("Series C") convertible into 186,175 shares of common stock, which includes shares of Series C convertible into 179,647 shares of common stock held by PVP V, shares of Series C convertible into 3,501 shares of common stock held by Entrepreneurs' V, shares of Series C convertible into 1,230 shares of common stock held by Founders' V and shares of Series C convertible into 1,796 shares of common stock held by Special Founders' V.

6. The Polaris Funds hold shares of Series C-1 Preferred Stock ("Series C-1") convertible into 148,919 shares of common stock, which includes shares of Series C-1 convertible into 143,697 shares of common stock held by PVP V, shares of Series C-1 convertible into 2,800 shares of common stock held by Entrepreneurs' V, shares of Series C-1 convertible into 984 shares of common stock held by Founders' V and shares of Series C-1 convertible into 1,437 shares of common stock held by Special Founders' V.

7. The Polaris Funds hold shares of Series D Preferred Stock ("Series D") convertible into 368,243 shares of common stock, which includes shares of Series D convertible into 355,329 shares of common stock held by PVP V, shares of Series D convertible into 6,925 shares of common stock held by Entrepreneurs' V, shares of Series D convertible into 2,434 shares of common stock held by Founders' V and shares of Series D convertible into 3,554 shares of common stock held by Special Founders' V.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney

	/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Management Co. V, L.L.C.	09/19/2013
	/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P.	09/19/2013
	/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P.	09/19/2013
	/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P.	09/19/2013
	/s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners V, L.P.	09/19/2013
	/s/ Andrew Hirsch, attorney-in-fact for Terrance G. McGuire	09/19/2013
	/s/ Andrew Hirsch, attorney-in-fact for Jonathan A. Flint	09/19/2013
	** 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).
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