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
Tricida, Inc. [ TCDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2018 | ||||||||||||||||||||||||||
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 | 07/02/2018 | C | 169,936 | A | (1) | 245,312 | I(2)(8) | By Sibling Co-Investment LLC(2)(8) | ||
Common Stock | 07/02/2018 | C | 893,292 | A | (1) | 893,292 | I(3)(8) | By Sibling Capital Fund II-A L.P.(3)(8) | ||
Common Stock | 07/02/2018 | C | 3,139,600 | A | (1) | 3,139,600 | I(4)(8) | By Sibling Capital Fund II-B L.P.(4)(8) | ||
Common Stock | 07/02/2018 | C | 1,810,195 | A | (1) | 1,810,195 | I(5)(8) | By Sibling Capital Fund II-C L.P.(5)(8) | ||
Common Stock | 07/02/2018 | C | 599,379 | A | (1) | 599,379 | I(6)(8) | By Sibling Capital Fund II-D L.P.(6)(8) | ||
Common Stock | 07/02/2018 | P | 463,158 | A | $19 | 463,158 | I(7)(8) | By Sibling Insiders Fund II L.P.(7)(8) | ||
Common Stock(9) | 07/02/2018 | A | 3,632(9) | A | $0 | 217,199 | D | |||
Common Stock | 25,125 | I | By Coufal Irrevocable Trust(10) |
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 | ||||||||
Series A Convertible Preferred Stock | (1) | 07/02/2018 | C | 676,349 | (1) | (1) | Common Stock | 169,936 | (1) | 0 | I(2)(8) | By Sibling Co-Investment LLC(2)(8) | |||
Series A Convertible Preferred Stock | (1) | 07/02/2018 | C | 3,555,304 | (1) | (1) | Common Stock | 893,292 | (1) | 0 | I(3)(8) | By Sibling Capital Fund II-A L.P.(3)(8) | |||
Series B Convertible Preferred Stock | (1) | 07/02/2018 | C | 12,495,612 | (1) | (1) | Common Stock | 3,139,600 | (1) | 0 | I(4)(8) | By Sibling Capital Fund II-B L.P.(4)(8) | |||
Series C Convertible Preferred Stock | (1) | 07/02/2018 | C | 7,204,578 | (1) | (1) | Common Stock | 1,810,195 | (1) | 0 | I(5)(8) | By Sibling Capital Fund II-C L.P.(5)(8) | |||
Series D Convertible Preferred Stock | (1) | 07/02/2018 | C | 2,385,532 | (1) | (1) | Common Stock | 599,379 | (1) | 0 | I(6)(8) | By Sibling Capital Fund II-D L.P.(6)(8) | |||
Stock Option (right to buy) | $19 | 07/02/2018 | A | 13,147 | (11) | 06/27/2028 | Common Stock | 13,147 | $0 | 13,147 | D |
Explanation of Responses: |
1. Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock was convertible at any time at the option of the holder into Common Stock at a rate of 1/3.98, for no additional consideration, and had no expiration date. Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Common Stock, at a rate of 1/3.98 and for no additional consideration, upon closing of the Issuer's initial public offering of its Common Stock. |
2. The shares are held directly by Sibling Co-Investment LLC ("Sibling Co-Investment"). Sibling Capital Ventures LLC ("SCV") is the sole manager of Sibling Co-Investment. |
3. The shares are held directly by Sibling Capital Fund II-A L.P. ("Sibling A"). SCV is the sole general partner of Sibling A. |
4. The shares are held directly by Sibling Capital Fund II-B L.P. ("Sibling B"). Sibling Capital Ventures II LLC ("SCV II") is the sole general partner of Sibling B. |
5. The shares are held directly by Sibling Capital Fund II-C L.P. ("Sibling C"). Sibling Capital Ventures III LLC ("SCV III") is the sole general partner of Sibling C. |
6. The shares are held directly by Sibling Capital Fund II-D L.P. ("Sibling D"). Sibling Capital Ventures IV LLC ("SCV IV") is the sole general partner of Sibling D. |
7. The shares are held directly by Sibling Insiders Fund II L.P. ("Insiders Fund", and together with Sibling A, Sibling B, Sibling C and Sibling D, the "Sibling Funds"). Sibling Insiders II LLC ("Insiders II") is the sole general partner of Insiders Fund. |
8. The Reporting Person is co-manager of SCV, SCV II, SCV III, SCV IV and Insiders II and, as such, may be deemed to have voting and investment power with respect to the shares held by Sibling Co-Investment and the Sibling Funds. The Reporting Person disclaims beneficial ownership of shares held by Sibling Co-Investment and the Sibling Funds, except to the extent of her proportionate pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
9. Represents restricted stock units ("RSUs") that, subject to the Issuer's initial public offering ("IPO") closing on or before July 16, 2018, vest on the earlier of (i) the one-year anniversary of June 27, 2018 (the "Grant Date") and (ii) the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date (the "Next Annual Meeting"), subject to the Reporting Person's continuous service as a non-employee director through such vesting date. Each RSU represents a contingent right to receive one share of Common Stock. |
10. The spouse of the Reporting Person is the sole trustee of the Coufal Irrevocable Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Coufal Irrevocable Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
11. Subject to the Reporting Person's continuous service to the Issuer as a non-employee director through each vesting date, and subject to the Issuer's IPO closing on or before July 16, 2018, this option vests ratably on a monthly basis, on the monthly anniversary of June 27, 2018 ("Option Date"), over the one-year period following the Option Date so that the option shall be 100% vested and exercisable on the one-year anniversary of the Option Date ("Vesting Date"); provided, however, if the Next Annual Meeting occurs prior to the Vesting Date, then the option shall vest in full immediately prior to the Next Annual Meeting. |
/s/ Sandra I. Coufal | 07/02/2018 | |
** 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. |