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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/01/2016 |
3. Issuer Name and Ticker or Trading Symbol
Clearside Biomedical, Inc. [ CLSD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 463,645(1) | D | |
Common Stock | 40,909(1) | I | By White Family Trust(2) |
Common Stock | 301(1) | I | As UTMA custodian for son(3) |
Common Stock | 844(1) | I | As UTMA custodian for son(3) |
Common Stock | 1,188(1) | I | As UTMA custodian for son(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (4) | (4) | Common Stock | 60,560(5) | (4) | D | |
Series B Preferred Stock | (6) | (6) | Common Stock | 5,958(5) | (6) | D | |
Warrant to Purchase Common Stock (right to buy) | 04/28/2014 | (7) | Common Stock | 657(8) | $0.022(8) | D | |
Employee Stock Option (right to buy) | (9) | 02/28/2023 | Common Stock | 58,182(8) | $0.4(8) | D | |
Employee Stock Option (right to buy) | (10) | 11/24/2023 | Common Stock | 34,091(8) | $0.4(8) | D | |
Employee Stock Option (right to buy) | (11) | 12/18/2024 | Common Stock | 113,636(8) | $3.41(8) | D | |
Employee Stock Option (right to buy) | (12) | 12/02/2025 | Common Stock | 41,334(8) | $5.57(8) | D |
Explanation of Responses: |
1. The number of shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. |
2. These securities are held in trust for the benefit of the reporting person's children. The reporting person's wife serves as trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
3. These securities are held for the benefit of the reporting person's son under the Georgia Uniform Transfers to Minors Act, for which the reporting person serves as custodian. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
4. Each share of the Series A Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date. |
5. The number of underlying shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. |
6. Each share of the Series B Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date. |
7. This warrant expires upon an initial public offering of the Issuer's securities. |
8. The number of underlying shares of common stock and the exercise price reported reflect a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. |
9. The shares underlying this option vested as to 25% of the shares on March 1, 2014, with the remainder vesting in 36 equal monthly installments thereafter, subject to the officer's continued service through each applicable vesting date. |
10. The shares underlying this option vested as to 25% of the shares on December 13, 2014, with the remainder vesting in 36 equal monthly installments thereafter, subject to the officer's continued service through each applicable vesting date. |
11. The shares underlying this option vested as to 25% of the shares on December 19, 2015, with the remainder vesting in 36 equal monthly installments thereafter, subject to the officer's continued service through each applicable vesting date. |
12. The shares underlying this option vest as to 25% of the shares on December 2, 2016, with the remainder vesting in 36 equal monthly installments thereafter, subject to the officer's continued service through each applicable vesting date. |
Remarks: |
Exhibit 24.1 - Power of Attorney |
/s/ Brian F. Leaf, Attorney-in-Fact | 06/01/2016 | |
** 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 5 (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. |