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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Egalet Corp [ EGLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/11/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 02/11/2014 | C | 148,950(3) | A | (8) | 148,950(3) | D(1)(3) | |||
Common Stock | 02/11/2014 | C | 83,377(3) | A | (9) | 232,327(3) | D(1)(3) | |||
Common Stock | 02/11/2014 | C | 44,207(3) | A | (10) | 276,534(3) | D(1)(3) | |||
Common Stock | 02/11/2014 | X | 23,284(3) | A | $0.001 | 299,818(3) | D(1)(3) | |||
Common Stock | 02/11/2014 | C | 28,242(3) | A | $6 | 328,060(3) | D(1)(3) | |||
Common Stock | 02/11/2014 | C | 66,450(3) | A | $6 | 394,510(3) | D(1)(3) | |||
Common Stock | 89,227(3) | I | By Egalet A/S(2) | |||||||
Common Stock | 02/11/2014 | C | 302,576(4) | A | (8) | 302,576(4) | D(1)(4) | |||
Common Stock | 02/11/2014 | C | 169,372(4) | A | (9) | 471,948(4) | D(1)(4) | |||
Common Stock | 02/11/2014 | C | 89,800(4) | A | (10) | 561,748(4) | D(1)(4) | |||
Common Stock | 02/11/2014 | X | 47,298(4) | A | $0.001 | 609,046(4) | D(1)(4) | |||
Common Stock | 02/11/2014 | C | 57,370(4) | A | $6 | 666,416(4) | D(1)(4) | |||
Common Stock | 02/11/2014 | C | 134,988(4) | A | $6 | 801,404(4) | D(1)(4) | |||
Common Stock | 181,256(4) | I | By Egalet A/S(2) | |||||||
Common Stock | 02/11/2014 | C | 5,390(5) | A | (8) | 5,390(5) | D(1)(5) | |||
Common Stock | 02/11/2014 | C | 3,017(5) | A | (9) | 8,407(5) | D(1)(5) | |||
Common Stock | 02/11/2014 | C | 1,600(5) | A | (10) | 10,007(5) | D(1)(5) | |||
Common Stock | 02/11/2014 | X | 842(5) | A | $0.001 | 10,849(5) | D(1)(5) | |||
Common Stock | 02/11/2014 | C | 1,021(5) | A | $6 | 11,870(5) | D(1)(5) | |||
Common Stock | 02/11/2014 | C | 2,403(5) | A | $6 | 14,273(5) | D(1)(5) | |||
Common Stock | 3,229(5) | I | By Egalet A/S(2) | |||||||
Common Stock | 02/11/2014 | C | 3,685(6) | A | (8) | 3,685(6) | D(1)(6) | |||
Common Stock | 02/11/2014 | C | 2,062(6) | A | (9) | 5,747(6) | D(1)(6) | |||
Common Stock | 02/11/2014 | C | 1,093(6) | A | (10) | 6,840(6) | D(1)(6) | |||
Common Stock | 02/11/2014 | X | 3,500(6) | A | $0.001 | 10,340(6) | D(1)(6) | |||
Common Stock | 02/11/2014 | C | 698(6) | A | $6 | 11,038(6) | D(1)(6) | |||
Common Stock | 02/11/2014 | C | 9,991(6) | A | $6 | 21,029(6) | D(1)(6) | |||
Common Stock | 2,603(6) | I | By Egalet A/S(2) | |||||||
Common Stock | 02/11/2014 | X | 192,076(7) | A | $0.001 | 192,076(7) | D(1)(7) | |||
Common Stock | 02/11/2014 | C | 548,186(7) | A | $6 | 740,262(7) | D(1)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 A-2 Preferred Stock | (8) | 02/11/2014 | C | 148,950(3) | (8) | (8) | Common Stock | 148,950(3)(8) | $0 | 0 | D(1)(3) | ||||
Series B Preferred Stock | (9) | 02/11/2014 | C | 83,377(3) | (9) | (9) | Common Stock | 83,377(3)(9) | $0 | 0 | D(1)(3) | ||||
Series B-1 Preferred Stock | (10) | 02/11/2014 | C | 44,207(3) | (10) | (10) | Common Stock | 44,207(3)(10) | $0 | 0 | D(1)(3) | ||||
Warrants | $0.001 | 02/11/2014 | X | 23,284(3) | (11) | (11) | Common Stock | 23,284(3) | $0 | 0 | D(1)(3) | ||||
Subordinated Convertible Debt | $6 | 02/11/2014 | C | $169,452(3) | (12) | (12) | Common Stock | 28,242(3) | $0 | 0 | D(1)(3) | ||||
Senior Convertible Debt | $6 | 02/11/2014 | C | $398,711(3) | (13) | (13) | Common Stock | 66,450(3) | $0 | 0 | D(1)(3) | ||||
Series A-2 Preferred Stock | (8) | 02/11/2014 | C | 302,576(4) | (8) | (8) | Common Stock | 302,576(4)(8) | $0 | 0 | D(1)(4) | ||||
Series B Preferred Stock | (9) | 02/11/2014 | C | 169,372(4) | (9) | (9) | Common Stock | 169,372(4)(9) | $0 | 0 | D(1)(4) | ||||
Series B-1 Preferred Stock | (10) | 02/11/2014 | C | 89,800(4) | (10) | (10) | Common Stock | 89,800(4) | $0 | 0 | D(1)(4) | ||||
Warrants | $0.001 | 02/11/2014 | X | 47,298(4) | (11) | (11) | Common Stock | 47,298(4) | $0 | 0 | D(1)(4) | ||||
Subordinated Convertible Debt | $6 | 02/11/2014 | C | $344,224(4) | (12) | (12) | Common Stock | 57,370(4) | $0 | 0 | D(1)(4) | ||||
Senior Convertible Debt | $6 | 02/11/2014 | C | $809,939(4) | (13) | (13) | Common Stock | 134,988(4) | $0 | 0 | D(1)(4) | ||||
Series A-2 Preferred Stock | (8) | 02/11/2014 | C | 5,390(5) | (8) | (8) | Common Stock | 5,390(5)(8) | $0 | 0 | D(1)(5) | ||||
Series B Preferred Stock | (9) | 02/11/2014 | C | 3,017(5) | (9) | (9) | Common Stock | 3,017(5)(9) | $0 | 0 | D(1)(5) | ||||
Series B-1 Preferred Stock | $10 | 02/11/2014 | C | 1,600(5) | (10) | (10) | Common Stock | 1,600(5)(10) | $0 | 0 | D(1)(5) | ||||
Warrants | $0.001 | 02/11/2014 | X | 842(5) | (11) | (11) | Common Stock | 842(5) | $0 | 0 | D(1)(5) | ||||
Subordinated Convertible Debt | $6 | 02/11/2014 | C | $6,132(5) | (12) | (12) | Common Stock | 1,021(5) | $0 | 0 | D(1)(5) | ||||
Senior Convertible Debt | $6 | 02/11/2014 | C | $14,427(5) | (13) | (13) | Common Stock | 2,403(5) | $0 | 0 | D(1)(5) | ||||
Series A-2 Preferred Stock | (8) | 02/11/2014 | C | 3,685(6) | (8) | (8) | Common Stock | 3,685(6)(8) | $0 | 0 | D(1)(6) | ||||
Series B Preferred Stock | (9) | 02/11/2014 | C | 2,062(6) | (9) | (9) | Common Stock | 2,062(6)(9) | $0 | 0 | D(1)(6) | ||||
Series B-1 Preferred Stock | (10) | 02/11/2014 | C | 1,093(6) | (10) | (10) | Common Stock | 1,093(6)(10) | $0 | 0 | D(1)(6) | ||||
Warrants | $0.001 | 02/11/2014 | X | 3,500(6) | (11) | (11) | Common Stock | 3,500(6) | $0 | 0 | D(1)(6) | ||||
Subordinated Convertible Debt | $6 | 02/11/2014 | C | $4,192(6) | (12) | (12) | Common Stock | 698(6) | $0 | 0 | D(1)(6) | ||||
Senior Convertible Debt | $6 | 02/11/2014 | C | $59,953(6) | (13) | (13) | Common Stock | 9,991(6) | $0 | 0 | D(1)(6) | ||||
Warrants | $0.001 | 02/11/2014 | X | 192,076(7) | (11) | (11) | Common Stock | 192,076(7) | $0 | 0 | D(1)(7) | ||||
Senior Convertible Debt | $6 | 02/11/2014 | C | $3,289,131(7) | (13) | (13) | Common Stock | 548,186(7) | $0 | 0 | D(1)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. These securities are owned, as indicated, by Index Ventures III (Jersey), L.P. ("Jersey"), Index Ventures III (Delaware), L.P. ("Delaware"), or Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. ("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 4 is being filed jointly by the Index Entities in connection with the consummation of Egalet Corporation's initial public offering. 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. |
2. 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. |
3. These securities are owned by Jersey. |
4. These securities are owned by Delaware. |
5. These securities are owned by Index PEF. |
6. These securities are owned by Yucca |
7. These securities are owned by Index VI. |
8. The Series A-2 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering. |
9. The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering. |
10. The Series B-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering. |
11. The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to the securityholders' purchase of a specified minimum amount of common stock in such offering. |
12. The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share. |
13. The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share. |
By: Stan Musial, Attorney in fact for Index Venture Associates III Ltd. | 02/13/2014 | |
By: Stan Musial, Attorney in fact for Index Ventures III (Jersey), L.P. | 02/13/2014 | |
By: Stan Musial, Attorney in fact for Index Ventures III (Delaware), L.P. | 02/13/2014 | |
By: Stan Musial, Attorney in fact for Index Ventures III Parallel Entrepreneur Fund (Jersey) | 02/13/2014 | |
By: Stan Musial, Attorney in fact for Yucca (Jersey) SLP | 02/13/2014 | |
By: Stan Musial, Attorney in fact for Index Ventures Life VI (Jersey) L.P. | 02/13/2014 | |
** 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. |