-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JzoxdaeBfJWSWIWxpSkVSdgSLegRkyuiLH570S55Ri5ZpWOtil6wFs24/n4i0HuU kaAh4Zn7o/9BINsEx5Fncg== 0001104659-11-018303.txt : 20110401 0001104659-11-018303.hdr.sgml : 20110401 20110401184728 ACCESSION NUMBER: 0001104659-11-018303 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110401 FILED AS OF DATE: 20110401 DATE AS OF CHANGE: 20110401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIG GP II INC CENTRAL INDEX KEY: 0001173671 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 11733077 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DR STREET 2: 27TH FL CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAMER ANTHONY CENTRAL INDEX KEY: 0001050045 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 11733079 MAIL ADDRESS: STREET 1: 1001 SOUTH BAYSHORE DRIVE STREET 2: STE 2708 CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MNAYMNEH SAMI CENTRAL INDEX KEY: 0001050046 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 11733076 MAIL ADDRESS: STREET 1: 1001 SOUTH BAYSHORE DRIVE STREET 2: STE 2708 CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Davidson Aaron CENTRAL INDEX KEY: 0001515825 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 11733075 MAIL ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD STREET 2: SUITE 400 CITY: DURHAM STATE: NC ZIP: 27703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRANZYME INC CENTRAL INDEX KEY: 0001274644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 631192270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919 313-4760 MAIL ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. Ventures - Tranzyme, LLC CENTRAL INDEX KEY: 0001515804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 11733078 BUSINESS ADDRESS: STREET 1: 1450 BRICKELL AVENUE STREET 2: 31ST FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 919-313-4760 MAIL ADDRESS: STREET 1: 1450 BRICKELL AVENUE STREET 2: 31ST FLOOR CITY: MIAMI STATE: FL ZIP: 33131 3 1 a3.xml 3 X0203 3 2011-04-01 0 0001274644 TRANZYME INC TZYM 0001515804 H.I.G. Ventures - Tranzyme, LLC C/O H.I.G. CAPITAL 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001173671 HIG GP II INC C/O H.I.G. CAPITAL 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001050046 MNAYMNEH SAMI C/O H.I.G. CAPITAL 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001050045 TAMER ANTHONY C/O H.I.G. CAPITAL 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001515825 Davidson Aaron C/O H.I.G. CAPITAL 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 1 0 0 0 Series A Convertible Preferred Stock Common Stock 2189791 D The shares of Series A Convertible Preferred Stock owned of record by the Reporting Person will convert automatically into the number of shares of Common Stock set forth above, without the payment of any additional consideration upon the closing of the Issuer's initial public offering, which is anticipated to occur on April 6, 2011. The Series A Convertible Preferred Stock does not have an expiration date. These securities are owned of record by H.I.G. Ventures - Tranzyme, LLC ("HIG LLC"). H.I.G. - GPII, Inc. ("GP II") is the manager of HIG LLC and has shared voting and dispositive power of the securities held by HIG LLC, but GP II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The co-presidents, directors, and sole shareholders of GP II having shared voting dispositive power over these securities are Sami Mnaymneh and Anthony Tamer, each of whom disclaims beneficial ownership of such securities except to the extent of his pecuniary interests therein. Exhibit 24.1 Power of attorney /s/ Richard H. Siegel, Vice President and General Counsel 2011-04-01 /s/ Richard H. Siegel, Vice President and General Counsel 2011-04-01 /s/ Anthony Tamer 2011-04-01 /s/ Sami W. Mnaymneh 2011-04-01 /s/ Richard I. Eisenstadt for Aaron Davidson, attorney-in-fact 2011-04-01 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints each of Vipin K. Garg and Richard I. Eisenstadt, and each of them individually, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                  Complete and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or ten percent (10%) shareholder of Tranzyme, Inc., a Delaware corporation (the “Company”) any Form ID and any and all instruments, certificates and documents required to be executed on behalf of the undersigned as an individual or on behalf of the undersigned’s company or partnership, as the case may be, pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the rules and regu lations thereunder;

 

(2)                                  Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID or instruments, certificates or documents required to be filed pursuant to Sections 13 and 16 of the Exchange Act or the rules or regulations thereunder and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)                                  Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act which is necessary, proper or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that either such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act or the rules or regulations thereunder.  The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in fact.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any instruments, certificates and documents pursuant to Section 13 and 16 of the Exchange Act or the rules or regulations thereunder with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 17, 2011.

 

 

/s/ Aaron Davidson

 

Aaron Davidson

 

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