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
Adamas Pharmaceuticals Inc [ ADMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/15/2014 | ||||||||||||||||||||||||||
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 | 04/15/2014 | C | 1,029,984 | A | (1)(2) | 3,772,686 | I | MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP(3) | ||
Common Stock | 04/15/2014 | C | 511,328 | A | (1) | 511,328 | I | MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF(4) | ||
Common Stock | 04/15/2014 | P | 265,150 | A | $16 | 265,150 | I | MDV VII, L.P.(3) | ||
Common Stock | 04/15/2014 | P | 6,043 | A | $16 | 6,043 | I | MDV ENF VII (A), L.P.(3) | ||
Common Stock | 04/15/2014 | P | 3,146 | A | $16 | 3,146 | I | MDV ENF VII (B), L.P.(3) | ||
Common Stock | 04/15/2014 | P | 25,661 | A | $16 | 25,661 | I | MDV VII Leaders' Fund, L.P.(3) |
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 AA Convertible Preferred Stock | (1) | 04/15/2014 | C | 1,029,516 | (1) | (5) | Common Stock | 1,029,516 | $0.00 | 0 | I | MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP(3) | |||
Series AA Convertible Preferred Stock | (2) | 04/15/2014 | C | 468 | (2) | (5) | Common Stock | 468 | $0.00 | 0 | I | MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP(3) | |||
Series AA-1 Convertible Preferred Stock | (1) | 04/15/2014 | C | 511,328 | (1) | (5) | Common Stock | 511,328 | $0.00 | 0 | I | MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.(4) |
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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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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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. Upon the closing of the Issuer's initial public offering, each share of Series AA Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. |
2. Upon the closing of the Issuer's initial public offering, each 1000 shares of Series AA-1 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. |
3. Seventh MDV Partners, L.L.C. is the general partner of (i) MDV VII, L.P., as nominee for MDV VII, L.P., MDV VII Leaders' Fund, L.P., MDV ENF VII(A), L.P, and MDV ENF(B), L.P., (ii) MDV VII, L.P., (iii) MDV ENF VII (A), L.P., (iv) MDV ENF VII (B), L.P. and (v) MDV VII Leaders' Fund, L.P. (the "MDV VII Funds") and has sole voting and investment power over the shares. Jonathan Feiber ("Feiber") and Nancy Schoendorf ("Schoendorf") are managing members of Seventh MDV Partners, L.L.C. Feiber and Schoendorf may be deemed to share voting and investment power over the shares. Each Reporting Person disclaims beneficial ownership of the shares held by the MDV VII Funds except to the extent of any pecuniary interest therein. William Ericson ("Ericson"), a general partner with Mohr Davidow Ventures, may be deemed to indirectly beneficially own the shares affiliated with the MDV VII Funds. Ericson is a director of the Issuer and, accordingly, files separate Section 16 reports. |
4. Ninth MDV Partners, L.L.C. is the general partner of MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P. Ericson and Feiber are Managing Members of Ninth MDV Partners, L.L.C. Feiber and Ericson may be deemed to share voting and dispositive power over the shares held by MDV IX, as nominee for MDV IX, L.P., and MDV ENF IX, L.P. Each Reporting Person disclaims beneficial ownership of the shares held by MDV IX except to the extent of any pecuniary interest therein. Ericson is a director of the Issuer and, accordingly, files separate Section 16 reports. |
5. The shares do not have an expiration date. |
Remarks: |
Brett A. Teele | 04/16/2014 | |
** 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. |