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*
Ali-Jackson Kamil

(Last) (First) (Middle)
C/O ACLARIS THERAPEUTICS, INC.
101 LINDENWOOD DRIVE, SUITE 400

(Street)
MALVERN PA 19355

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2015
3. Issuer Name and Ticker or Trading Symbol
Aclaris Therapeutics, Inc. [ ACRS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
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 20,289 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 2,898 (1) D(2)
Series B Preferred Stock (3) (3) Common Stock 840 (3) D(2)
Employee Stock Option (right to buy) (4) 08/12/2024 Common Stock 4,017 $0.72 D
Employee Stock Option (right to buy) (5) 12/07/2024 Common Stock 10,434 $1.52 D
Employee Stock Option (right to buy) (6) 08/31/2025 Common Stock 65,416 $10.66 D
Explanation of Responses:
1. Each share of the Series A Preferred Stock is convertible, at any time, at the holder's election, into 0.289855 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert into 0.289855 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date.
2. Held jointly with spouse.
3. Each share of the Series B Preferred Stock is convertible, at any time, at the holder's election, into 0.289855 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert into 0.289855 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date.
4. 25% of the shares underlying this option vested on August 13, 2015 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer as of the applicable vesting date.
5. 25% of the shares underlying this option will vest on December 8, 2015 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer as of the applicable vesting date.
6. 25% of the shares underlying this option will vest on September 1, 2016 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer as of the applicable vesting date.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Brian F. Leaf, Attorney-in-fact 10/06/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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