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
METABASIS THERAPEUTICS INC [ MBRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2008 | ||||||||||||||||||||||||||
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 | 04/16/2008 | P | 945,577 | A | $2.34 | 3,456,030 | D(1) | |||
Common | 04/16/2008 | P | 45,239 | A | $2.34 | 165,459 | I(2) | By InterWest Investors VII, L.P. | ||
Common | 04/16/2008 | X | 118,759 | A | $2.34 | 3,574,789 | D(1) | |||
Common | 04/16/2008 | X | 142,493 | A | $2.34 | 3,717,282 | D(1) | |||
Common | 04/16/2008 | X | 5,687 | A | $2.34 | 171,146 | I(2) | By InterWest Investors VII, L.P. | ||
Common | 04/16/2008 | X | 6,824 | A | $2.34 | 177,970 | I(2) | By InterWest Investors VII, L.P. | ||
Common | 50,000 | I | See Footnote 3(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 | ||||||||
Common Stock Warrant (Right to Buy) | $8.694 | 04/16/2008 | H(4) | 118,759 | 06/16/2004 | 04/16/2008 | Common Stock | 118,759 | $0(4) | 0 | D(1) | ||||
Common Stock Warrant (Right to Buy) | $6.74 | 04/16/2008 | H(4) | 142,493 | 03/29/2006 | 04/16/2008 | Common Stock | 142,493 | $0(4) | 0 | D(1) | ||||
Common Stock Warrant (Right to Buy) | $8.694 | 04/16/2008 | H(4) | 5,687 | 06/16/2004 | 04/16/2008 | Common Stock | 5,687 | $0(4) | 0 | I(2) | By InterWest Investors VII, L.P. | |||
Common Stock Warrant (Right to Buy) | $6.74 | 04/16/2008 | H(4) | 6,824 | 03/29/2006 | 04/16/2008 | Common Stock | 6,824 | $0(4) | 0 | I(2) | By InterWest Investors VII, L.P. | |||
Common Stock Warrant (Right to Buy) | $2.34 | 04/16/2008 | P(4) | 118,759 | 04/16/2008 | 04/16/2008 | Common Stock | 118,759 | $0(4) | 118,759 | D(1) | ||||
Common Stock Warrant (Right to Buy) | $2.34 | 04/16/2008 | P(4) | 142,493 | 04/16/2008 | 04/16/2008 | Common Stock | 142,493 | $0(4) | 142,493 | D(1) | ||||
Common Stock Warrant (Right to Buy) | $2.34 | 04/16/2008 | P(4) | 5,687 | 04/16/2008 | 04/16/2008 | Common Stock | 5,687 | $0(4) | 5,687 | I(2) | By InterWest Investors VII, L.P. | |||
Common Stock Warrant (Right to Buy) | $2.34 | 04/16/2008 | P(4) | 6,824 | 04/16/2008 | 04/16/2008 | Common Stock | 6,824 | $0(4) | 6,824 | I(2) | By InterWest Investors VII, L.P. | |||
Common Stock Warrant (Right to Buy) | $2.34 | 04/16/2008 | X(4) | 118,759 | 04/16/2008 | 04/16/2008 | Common Stock | 118,759 | $0(4) | 0 | D(1) | ||||
Common Stock Warrant (Right to Buy) | $2.34 | 04/16/2008 | X(4) | 142,493 | 04/16/2008 | 04/16/2008 | Common Stock | 142,493 | $0(4) | 0 | D(1) | ||||
Common Stock Warrant (Right to Buy) | $2.34 | 04/16/2008 | X(4) | 5,687 | 04/16/2008 | 04/16/2008 | Common Stock | 5,687 | $0(4) | 0 | I(2) | By InterWest Investors VII, L.P. | |||
Common Stock Warrant (Right to Buy) | $2.34 | 04/16/2008 | X(4) | 6,824 | 04/16/2008 | 04/16/2008 | Common Stock | 6,824 | $0(4) | 0 | I(2) | By InterWest Investors VII, L.P. | |||
Common Stock Warrant (Right to Buy) | $2.69 | 04/16/2008 | P | 312,173 | 10/16/2008 | 04/16/2013 | Common Stock | 312,173 | $0.125 | 312,173 | D(1) | ||||
Common Stock Warrant (Right to Buy) | $2.69 | 04/16/2008 | P | 14,937 | 10/16/2008 | 04/16/2013 | Common Stock | 14,937 | $0.125 | 14,937 | I(2) | By InterWest Investors VII, L.P. |
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. The shares are owned by InterWest Partners VII, L.P. ("IW7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of IW7. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman, Arnold L. Oronsky, and Thomas L. Rosch are Managing Directors of IMP7. Each of the reporting persons disclaims ownership of the shares reported, except to the extent of their pecuniary interest therein. |
2. The shares are owned by InterWest Investors VII, L.P. ("II7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of II7. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman, Arnold L. Oronsky, and Thomas L. Rosch are Managing Directors of IMP7. Each of the reporting persons disclaims ownership of the shares reported, except to the extent of their pecuniary interest therein. |
3. The shares are owned by InterWest Venture Management Co PSRP fbo Harvey B. Cash. |
4. In connection with a private placement of shares of the Company's common stock, the Company agreed to lower the exercise price of certain outstanding warrants in exchange for the immediate exercise of those warrants. |
/s/ W. Stephen Holmes, Managing Director | 04/18/2008 | |
/s/ W. Stephen Holmes, Managing Director | 04/18/2008 | |
/s/ W. Stephen Holmes, Managing Director | 04/18/2008 | |
/s/ Harvey B. Cash by Karen A. Wilson Power of Attorney | 04/18/2008 | |
/s/ Philip T. Gianos | 04/18/2008 | |
/s/ W. Scott Hedrick by Karen A. Wilson Power of Attorney | 04/18/2008 | |
/s/ W. Stephen Holmes | 04/18/2008 | |
/s/ W. Gilbert H. Kliman | 04/18/2008 | |
/s/ Thomas L. Rosch | 04/18/2008 | |
** 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. |