| 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
Conatus Pharmaceuticals Inc [ CNAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2014 | ||||||||||||||||||||||||||
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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 | 02/19/2014 | J(1) | 1,283,589 | D | $0.00 | 943,355 | I | By Aberdare Ventures III, L.P.(1)(3) | ||
| Common Stock | 02/19/2014 | J(2) | 30,216 | D | $0.00 | 22,203 | I | By Aberdare Partners III, L.P.(2)(3) | ||
| Common Stock | 02/19/2014 | J(4) | 36,634 | A | $0.00 | 36,634 | I | By Aberdare GP III, L.L.C.(3) | ||
| Common Stock | 02/19/2014 | J(5) | 36,634 | D | $0.00 | 0 | I | By Aberdare GP III, L.L.C.(3) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare Ventures III, L.P. ("Aberdare Ventures III") without consideration to its limited partners and its general partner, Aberdare GP III, L.L.C. ("Aberdare GP III"). |
| 2. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare Partners III, L.P. ("Aberdare Partners III") without consideration to its limited partners and its general partner, Aberdare GP III. |
| 3. Aberdare GP III, L.L.C. ("Aberdare GP III") serves as the sole General Partner of Aberdare Ventures III, L.P. ("Aberdare Ventures III") and Aberdare Partners III, L.P. ("Aberdare Partners III"). As such, Aberdare GP III possesses sole voting and investment control over the securities owned by Aberdare Ventures III and Aberdare Partners III, and may be deemed to have indirect beneficial ownership of the securities held by Aberdare Ventures III and Aberdare Partners III. Aberdare GP III, however, owns no securities of the Issuer directly and disclaims beneficial ownership of the shares held by Aberdare Ventures III and Aberdare Partners III except to the extent of its proportionate pecuniary interest therein. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| 4. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare Ventures III and Aberdare Partners III described in footnotes 1 and 2. |
| 5. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare GP III without consideration to its members. |
| Remarks: |
| /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C. | 02/25/2014 | |
| /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C., which serves as the sole General Partner to Aberdare Ventures III, L.P. | 02/25/2014 | |
| /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C., which serves as the sole General Partner to Aberdare Partners III, L.P. | 02/25/2014 | |
| ** 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 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. | ||