0001209191-14-044786.txt : 20140701 0001209191-14-044786.hdr.sgml : 20140701 20140701180024 ACCESSION NUMBER: 0001209191-14-044786 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140701 FILED AS OF DATE: 20140701 DATE AS OF CHANGE: 20140701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBEIMMUNE INC CENTRAL INDEX KEY: 0001245104 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841353925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1450 INFINITE DRIVE CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: 3036252744 MAIL ADDRESS: STREET 1: 1450 INFINITE DRIVE CITY: LOUISVILLE STATE: CO ZIP: 80027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WERNER HAROLD R CENTRAL INDEX KEY: 0001013603 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35642 FILM NUMBER: 14953744 MAIL ADDRESS: STREET 1: C/O HEALTHCARE VENTURES LLC STREET 2: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mirabelli Christopher CENTRAL INDEX KEY: 0001262326 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35642 FILM NUMBER: 14953745 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: SUITE 301 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER NAME: FORMER CONFORMED NAME: MIRAELLI CHRISTOPHER DATE OF NAME CHANGE: 20030904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LITTLECHILD JOHN W CENTRAL INDEX KEY: 0001013469 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35642 FILM NUMBER: 14953746 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: SUITE 301 CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAWLOR AUGUSTINE CENTRAL INDEX KEY: 0001262327 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35642 FILM NUMBER: 14953747 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: SUITE 301 CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCare Partners VII, L.P. CENTRAL INDEX KEY: 0001330957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35642 FILM NUMBER: 14953748 BUSINESS ADDRESS: STREET 1: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-430-3913 MAIL ADDRESS: STREET 1: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEALTHCARE VENTURES VII LP CENTRAL INDEX KEY: 0001202615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35642 FILM NUMBER: 14953749 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: SUITE 301 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 609-430-3900 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: SUITE 301 CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAVANAUGH JAMES H CENTRAL INDEX KEY: 0001013473 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35642 FILM NUMBER: 14953743 MAIL ADDRESS: STREET 1: 265 HOTHORPE LANE CITY: VILLANOVA STATE: PA ZIP: 19085 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-07-01 0 0001245104 GLOBEIMMUNE INC GBIM 0001202615 HEALTHCARE VENTURES VII LP 47 THORNDIKE STREET SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 0001330957 HealthCare Partners VII, L.P. 47 THORNDIKE STREET SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 0001262327 LAWLOR AUGUSTINE C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE MA 02141 1 0 1 0 0001013469 LITTLECHILD JOHN W C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 0001262326 Mirabelli Christopher C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 0001013603 WERNER HAROLD R C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 0001013473 CAVANAUGH JAMES H C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 Series A Convertible Preferred Stock Common Stock 2528000 I See Footnote Series B Convertible Preferred Stock Common Stock 5904335 I See Footnote Series C Convertible Preferred Stock Common Stock 3879015 I See Footnote Series E Convertible Preferred Stock Common Stock 64809 I See Footnote Warrant to Purchase Series B Convertible Preferred Stock 1.338 2015-06-30 Common Stock 162369 I See Footnote Warrant to Purchase Series C Convertible Preferred Stock 1.445 2019-05-14 Common Stock 116586 I See Footnote Each one share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series E Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") will automatically convert on a 1-for-31.39 share basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The number of shares reported in column 3 herein does not reflect such conversion. The Convertible Preferred Stock has no expiration date and is convertible at any time at the option of the holder. These securities are held of record by HealthCare Ventures VII, L.P. ("HCVVII"). HealthCare Partners VII, L.P. ("HCPVII") is the General Partner of HCVVII. Each of James Cavanaugh, Christopher Mirabelli, Harold Werner, John Littlechild and Augustine Lawlor are general partners of HCPVII and exercise shared voting and investment power with respect to the shares owned by HCVVII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. In addition, Mr. Lawlor is a member of the Board of Directors of the Issuer. Each one share of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will automatically convert on a 1-for-31.39 share basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The number of shares and price per share reported herein does not reflect such conversion. The Warrant is immediately exercisable at any time at the option of the holder. Exhibit List - Exhibit 24 - Power of Attorney /s/Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VII, L.P. 2014-07-01 Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VII, L.P. 2014-07-01 Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor 2014-07-01 Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild 2014-07-01 Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli 2014-07-01 Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner 2014-07-01 Jeffrey B. Steinberg, Attorney-in-Fact for James Cavanaugh 2014-07-01 EX-24.3_529886 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey B. Steinberg his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, or as a managing directors of any limited liability company, pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and Rules 144, 144A and 145 under the Securities Act of 1933, as amended (the "Securities Act"), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act, by the Securities Act or by the By-laws of the National Association of Securities Dealers, Inc., or by the by-laws, rules or regulations of the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall be valid for five (5) years from the date set forth below. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of November, 2013. /s/James H. Cavanaugh, Ph.D. James H. Cavanaugh, Ph.D. /s/Christopher Mirabelli, Ph.D. Christopher Mirabelli, Ph.D. /s/Harold Werner Harold Werner /s/John Littlechild John Littlechild /s/Augustine Lawlor Augustine Lawlor