0001209191-13-038629.txt : 20130801 0001209191-13-038629.hdr.sgml : 20130801 20130801141953 ACCESSION NUMBER: 0001209191-13-038629 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130730 FILED AS OF DATE: 20130801 DATE AS OF CHANGE: 20130801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Conatus Pharmaceuticals Inc CENTRAL INDEX KEY: 0001383701 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203183915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 558-8130 MAIL ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vander Vort John CENTRAL INDEX KEY: 0001379218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131002236 MAIL ADDRESS: STREET 1: C/O MPM ASSET MANAGEMENT STREET 2: 200 CLARENDON STREET 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAILIAN VAUGHN M CENTRAL INDEX KEY: 0001180429 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131002237 MAIL ADDRESS: STREET 1: P.O. BOX 70 CITY: BODEGA STATE: CA ZIP: 94922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GADICKE ANSBERT CENTRAL INDEX KEY: 0001134655 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131002238 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foley Todd CENTRAL INDEX KEY: 0001473930 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131002239 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EVNIN LUKE CENTRAL INDEX KEY: 0001134657 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131002240 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH STREET CITY: BOSTON STATE: MA ZIP: 02116 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-07-30 1 0001383701 Conatus Pharmaceuticals Inc CNAT 0001134657 EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001473930 Foley Todd C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001134655 GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001180429 KAILIAN VAUGHN M C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001379218 Vander Vort John C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2013-07-30 4 C 0 1010099 A 1010099 I See Footnote Common Stock 2013-07-30 4 J 0 16716 11.00 A 1026815 I See Footnote Common Stock 2013-07-30 4 P 0 165265 11.00 A 1192080 I See Footnote Series B Convertible Preferred Stock 2013-07-30 4 C 0 8333334 0.00 D Common Stock 1010099 0 I See Footnote Warrant to Purchase Series B Preferred Stock (Right to Buy) 0.90 2013-07-30 4 C 0 265837 0.00 D 2013-05-30 2018-05-30 Series B Preferred Stock 265837 0 I See Footnote Warrant to Purchase Common Stock (Right to Buy) 7.43 2013-07-30 4 C 0 32220 0.00 A 2018-05-30 Common Stock 32220 32220 I See Footnote The shares are held as follows: 473,353 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 18,236 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 13,460 by MPM Asset Management Investors BV4 LLC ("AM BV4"), 486,164 by MPM BioVentures V, L.P. ("BV V") and 18,886 by MPM Asset Management Investors BV5 LLC ("AM BV5"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. MPM BioVentures V GP LLC and MPM BioVentures V LLC ("BV V LLC") are the direct and indirect general partners of BV V and BV V LLC is the manager of AM BV5. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian,James Paul Scopa, Todd Foley and John Vander Vort are the members of BV LLC and BV V LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. Each share of Series B Preferred Stock automatically converted into 0.121212 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering ("IPO"). The shares had no expiration date. Represent the conversion of outstanding promissory notes in the principal amount of $182,056.00, plus interest accrued at 6% per annum, which became convertible at $11.00 per share, and simultaneously automatically converted into shares of the Issuer's Common Stock, upon the closing of the IPO. The principal amount of the notes were held as follows: $85,315.15 by BV IV QP, $3,286.84 by BV IV KG, $2,426.01 by AM BV4, $87,623.98 by BV V and $3,404.02 by AM BV5 and the principal and interest converted into the following shares of Common Stock: 7,833 by BV IV QP, 302 by BV IV KG, 223 by AM BV4, 8,045 by BV V and 313 by AM BV5. The shares were acquired as follows: 7,833 by BV IV QP, 302 by BV IV KG, 223 by AM BV4, 8,045 by BV V and 313 by AM BV5. The shares are held as follows: 481,186 by BV IV QP, 18,538 by BV IV KG, 13,683 by AM BV4, 494,209 by BV V and 19,199 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. The shares were purchased as follows: 77,447 by BV IV QP, 2,983 by BV IV KG, 2,202 by AM BV4, 79,543 by BV V and 3,090 by AM BV5. The shares are held as follows: 558,633 by BV IV QP, 21,521 by BV IV KG, 15,885 by AM BV4, 573,752 by BV V and 22,289 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. Immediately. Not applicable. The shares of Series B Preferred Stock were held as follows: 3,905,170 by BV IV QP, 150,450 by BV IV KG, 111,047 by AM BV4, 4,010,853 by BV V and 155,814 by AM BV5. Represents the automatic conversion of warrants to purchase Series B Preferred Stock into warrants to purchase Common Stock on a 1-for-8.25 basis upon the closing of the IPO. The warrants were held as follows: 124,577 by BV IV QP, 4,799 by BV IV KG, 3,542 by AM BV4, 127,948 by BV V and 4,971 by AM BV5. The warrants are held as follows: 15,100 by BV IV QP, 581 by BV IV KG, 429 by AM BV4, 15,508 by BV V and 602 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. See Form 4 for MPM BioVentures IV-QP, L.P. for additional members of this joint filing. /s/ Luke Evnin 2013-08-01 /s/ Todd Foley 2013-08-01 /s/ Ansbert Gadicke 2013-08-01 /s/ Vaughn Kailian 2013-08-01 /s/ John Vander Vort 2013-08-01