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^*

Index Venture Associates III Ltd

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2014

3. Issuer Name and Ticker or Trading Symbol
Egalet Corp [ EGLT ]

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)
Common Stock	89,227⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	181,256⁽⁴⁾	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	3,229⁽⁵⁾	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	2,603⁽⁶⁾	I	See Footnotes⁽²⁾⁽³⁾

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-2 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	148,950⁽¹⁾	⁽⁷⁾	D⁽²⁾
Series A-2 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	302,576⁽⁴⁾	⁽⁷⁾	D⁽²⁾
Series A-2 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	5,390⁽⁵⁾	⁽⁷⁾	D⁽²⁾
Series A-2 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	3,685⁽⁶⁾	⁽⁷⁾	D⁽²⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	83,377⁽¹⁾	⁽⁷⁾	D⁽²⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	169,372⁽⁴⁾	⁽⁷⁾	D⁽²⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	3,017⁽⁵⁾	⁽⁷⁾	D⁽²⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	2,062⁽⁶⁾	⁽⁷⁾	D⁽²⁾
Series B-1 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	44,207⁽¹⁾	⁽⁷⁾	D⁽²⁾
Series B-1 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	89,800⁽⁴⁾	⁽⁷⁾	D⁽²⁾
Series B-1 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,600⁽⁵⁾	⁽⁷⁾	D⁽²⁾
Series B-1 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,093⁽⁶⁾	⁽⁷⁾	D⁽²⁾
Subordinated Convertible Debt	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	26,983⁽¹⁾⁽¹⁰⁾	⁽⁸⁾⁽⁹⁾	D⁽²⁾
Subordinated Convertible Debt	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	54,812⁽⁴⁾⁽¹⁰⁾	⁽⁸⁾⁽⁹⁾	D⁽²⁾
Subordinated Convertible Debt	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	976⁽⁵⁾⁽¹⁰⁾	⁽⁸⁾⁽⁹⁾	D⁽²⁾
Subordinated Convertible Debt	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	668⁽⁶⁾⁽¹⁰⁾	⁽⁸⁾⁽⁹⁾	D⁽²⁾
Warrants	⁽¹¹⁾	⁽¹¹⁾	Common Stock	23,284⁽¹⁾	⁽¹¹⁾	D⁽²⁾
Warrants	⁽¹¹⁾	⁽¹¹⁾	Common Stock	47,298⁽⁴⁾	⁽¹¹⁾	D⁽²⁾
Warrants	⁽¹¹⁾	⁽¹¹⁾	Common Stock	842⁽⁵⁾	⁽¹¹⁾	D⁽²⁾
Warrants	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,500⁽⁶⁾	⁽¹¹⁾	D⁽²⁾
Warrants	⁽¹¹⁾	⁽¹¹⁾	Common Stock	192,076⁽¹²⁾	⁽¹¹⁾	D⁽²⁾
Senior Convertible Debt	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	⁽¹³⁾⁽¹⁴⁾⁽¹⁾	⁽¹³⁾⁽¹⁴⁾	D⁽²⁾
Senior Convertible Debt	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	⁽¹³⁾⁽¹⁴⁾⁽⁴⁾	⁽¹³⁾⁽¹⁴⁾	D⁽²⁾
Senior Convertible Debt	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	⁽¹³⁾⁽¹⁴⁾⁽⁵⁾	⁽¹³⁾⁽¹⁴⁾	D⁽²⁾
Senior Convertible Debt	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	⁽¹³⁾⁽¹⁴⁾⁽⁶⁾	⁽¹³⁾⁽¹⁴⁾	D⁽²⁾
Senior Convertible Debt	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	⁽¹³⁾⁽¹⁴⁾⁽¹²⁾	⁽¹³⁾⁽¹⁴⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

Index Venture Associates III Ltd

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(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^*

Index Ventures III (Jersey) L.P.

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(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^*

Index Ventures III (Delaware) L.P.

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(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^*

Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P.

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(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^*

Yucca (Jersey) SLP

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(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^*

INDEX VENTURES LIFE VI (JERSEY) L.P.

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(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. These securities are owned by Index Ventures III (Jersey), L.P. ("Jersey").

2. These securities are owned, as indicated, by Jersey, Index Ventures III (Delaware), L.P. ("Delaware"), or Index Ventures Parallel Entrepreneur Fund (Jersey) ("Index PEF"), of which Index Venture Associates III Ltd. ("Index Associates") is the general partner, or Yucca (Jersey) SLP ("Yucca") or Index Ventures Life VI (Jersey) L.P. ("Index VI"), of which Index Associates is an affiliate. Index Associates, Jersey, Delaware, Index PEF, Yucca and Index VI (collectively, the "Index Entities") are members of a "group" for purposes of Section 13(d) of the Exchange Act. This Form 3 is being filed jointly by the Index Entities in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-191579). Each of the Index Entities disclaims beneficial ownership of the securities held of record by any of the other Index Entities, except, in each case, to the extent of their respective proportionate pecuniary interest(s) therein.

3. The reporting person is Egalet A/S, a corporation. Jersey, Delaware, Index PEF and Yucca are 6.90%, 14.03%, 0.25% and 0.20% equityholders of Egalet A/S, respectively.

4. These securities are owned by Delaware.

5. These securities are owned by Index PEF.

6. These securities are owned by Yucca.

7. The preferred stock is convertible into common stock at any time, at the holder's election or at the election of the holders of not less than 60% of the issued and outstanding shares of preferred stock, and is automatically convertible into common stock immediately prior to the consummation of the Issuer's initial public offering, in each case, on a 1-for-1 basis.

8. The subordinated convertible debt (the "Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into Series B preferred stock at euro 4.4326 per share (a "Sale Conversion"), (footnote continued below)

9. (continued from footnote 8 above) (iii) in the event of an equity financing which is not a qualified initial public offering but in which the Issuer receives at least euro 8,000,000 in proceeds for the issuance of common stock or securities convertible into common stock, into shares of the same class issued in such financing at 50% of the per share price in such financing, and (iv) if none of the foregoing have occurred prior to April 26, 2014, on or after such date, at the option of the lenders, into Series B preferred stock at euro 4.4326 per share (a "Maturity Conversion").

10. The principal amount of the Debt held by each of Jersey, Delaware, Index PEF and Yucca is $161,691, $328,458, $5,851 and $4,000, respectively (the "Loan Amounts"). Based on the exchange rate as of February 4, 2014, the Loan Amounts held by Jersey, Delaware, Index PEF and Yucca are convertible upon a Sale Conversion or Maturity Conversion into 26,983, 54,812, 976, and 668 shares of Series B preferred stock, respectively. Series B preferred stock is convertible into common stock of the Issuer as described in footnote 7 above.

11. The warrants will be automatically exercised immediately prior to the consummation of the Issuer's initial public offering on a 1-for-1 basis, provided that Jersey, Delaware, Index PEF, Yucca or Index VI, as applicable, purchases a specified minimum amount of common stock in such offering.

12. These securities are owned by Index VI.

13. The senior convertible debt (the "Senior Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering, (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into the number of shares of common stock obtained by dividing the number of fully diluted shares of the Issuer by the difference between 1 and the quotient of the aggregate amount of principal and interest on the loan divided by 50% of the sale consideration, and then subtracting the number of fully diluted shares of the Issuer from the result, and (footnote continued below)

14. (continued from footnote 13 above) (iii) in the event of a financing which is not a qualified initial public offering but in which the Issuer receives at least $5,000,000 in proceeds, into a new class of stock to be created by the Issuer at a price to be agreed upon by the holders of the Senior Debt. The principal amount of the Senior Debt held by each of Jersey, Delaware, Index PEF, Yucca and Index VI is $388,058, $788,299, $14,042, $58,351 and $3,201,250, respectively.

	/s/ Stan Musial By: Stan Musial, Attorney in fact for Index Venture Associates III Ltd.	02/05/2014
	/s/ Stan Musial By: Stan Musial, Attorney in fact for Index Ventures III (Jersey), L.P.	02/05/2014
	/s/ Stan Musial By: Stan Musial, Attorney in fact for Index Ventures III (Delaware), L.P.	02/05/2014
	/s/ Stan Musial By: Stan Musial, Attorney in fact for Index Ventures Parallel Entrepreneur Fund (Jersey)	02/05/2014
	/s/ Stan Musial By: Stan Musial, Attorney in fact for Yucca (Jersey) SLP	02/05/2014
	/s/ Stan Musial By: Stan Musial, Attorney in fact for Index Ventures Life VI (Jersey) L.P.	02/05/2014
	** Signature of Reporting Person	Date
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