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
VERENIUM CORP [ VRNM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/20/2007 | ||||||||||||||||||||||||||
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 | 06/20/2007 | A | 2,595,172(2)(3)(4)(11) | A | (5) | 4,976,149(1)(2)(3)(4)(11) | I | See footnote(1)(2)(3)(4) | ||
Common Stock | 249 | D |
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 | ||||||||
Warrant | $1.87 | 06/20/2007 | A | 69,037.78(6)(7) | (10) | 12/16/2016 | Common Stock | 69,037.78(6)(7) | (5) | 69,037.78(6)(7) | I | See footnote(6)(7) | |||
Warrant | $68.66 | 06/20/2007 | A | 418.63(8)(9) | (10) | 12/20/2014 | Common Stock | 418.63(8)(9) | (5) | 418.63(8)(9) | I | See footnote(8)(9) |
Explanation of Responses: |
1. Includes 1,634,230 shares held by Rho Management Trust II, 698,150 shares held by Rho Investment Partners "H", L.P.("RIP H"), 47,931 shares held by Rho Management Partners L.P.("RMP"), 495 shares held in the Reporting Person's 401(k) Plan and 171 shares held by the Reporting Person's family members. The Reporting Person is a managing partner of the investment advisor to Rho Management Trust II and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. The Reporting Person is the President and sole stockholder of the General Partner to RIP H and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. The Reporting Person is the President and sole stockholder of the General Partner to RMP and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. (Continued to footnote 2) |
2. Includes 797,220 shares received in exchange for capital stock of Celunol Corp. ("Celunol") by Rho Ventures IV GmbH & Co. Beteiligungs KG in connection with the June 20, 2007 closing of the merger of a wholly owned subsidiary of Diversa Corporation (which was subsequently renamed "Verenium Corporation" ("Verenium")) with and into Celunol, with Celunol surviving the merger as a wholly owned subsidiary of Verenium (the "Merger"). The Reporting Person is a managing director of the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. (Continued to footnote 3) |
3. Includes 707,997 shares received in exchange for capital stock of Celunol in connection with the Merger by Rho Management Trust I. The Reporting Person is a managing partner of the investment advisor to Rho Management Trust I and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. (Continued to footnote 4) |
4. Includes 765,023 shares received in exchange for capital stock of Celunol in connection with the Merger by Rho Ventures IV (QP), L.P. The Reporting Person is a managing member of the general partner of Rho Ventures IV (QP), L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Includes 324,932 shares received in exchange for capital stock of Celunol in connection with the Merger by Rho Ventures IV, L.P. The Reporting Person is a managing member of the general partner of Rho Ventures IV, L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
5. Received in connection with the Merger. |
6. Includes warrants exercisable for 21,208.41 shares held by Rho Ventures IV GmbH & Co. Beteiligungs KG and assumed by Verenium in connection with the Merger. The Reporting Person is a managing director of the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Includes warrants exercisable for 18,834.41 shares held by Rho Management Trust I and assumed by Verenium in connection with the Merger. The Reporting Person is a managing partner of the investment advisor to Rho Management Trust I and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. (Continued to footnote 7) |
7. Includes warrants exercisable for 20,350.71 shares held by Rho Ventures IV (QP), L.P. and assumed by Verenium in connection with the Merger. The Reporting Person is a managing member of the general partner of Rho Ventures IV (QP), L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.Includes warrants exercisable for 8,644.25 shares held by Rho Ventures IV, L.P. and assumed by Verenium in connection with the Merger. The Reporting Person is a managing member of the general partner of Rho Ventures IV, L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
8. Includes warrants exercisable for 128.60 shares held by Rho Ventures IV GmbH & Co. Beteiligungs KG and assumed by Verenium in connection with the Merger. The Reporting Person is a managing director of the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Includes warrants exercisable for 114.21 shares held by Rho Management Trust I and assumed by Verenium in connection with the Merger. The Reporting Person is a managing partner of the investment advisor to Rho Management Trust I and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. (Continued to footnote 9) |
9. Includes warrants exercisable for 123.40 shares held by Rho Ventures IV (QP), L.P. and assumed by Verenium in connection with the Merger. The Reporting Person is a managing member of the general partner of Rho Ventures IV (QP), L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Includes warrants exercisable for 52.42 shares held by Rho Ventures IV, L.P. and assumed by Verenium in connection with the Merger. The Reporting Person is a managing member of the general partner of Rho Ventures IV, L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
10. Immediately. |
11. Of the 2,595,172 shares issued in connection with the Merger, 281,389.14 are currently being held in escrow and are subject for forfeiture during the one-year period following the Merger to satisfy indemnification obligations of Celunol in connection with the Merger. |
/s/ Martin A. Sabarsky, Attorney-in-Fact for Joshua Ruch | 06/22/2007 | |
** 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. |