0001181431-12-053666.txt : 20121004 0001181431-12-053666.hdr.sgml : 20121004 20121004162637 ACCESSION NUMBER: 0001181431-12-053666 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121002 FILED AS OF DATE: 20121004 DATE AS OF CHANGE: 20121004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POWELL MICHAEL CENTRAL INDEX KEY: 0001202793 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 121129854 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEALY JAMES CENTRAL INDEX KEY: 0001245624 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 121129853 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kong Garheng CENTRAL INDEX KEY: 0001435183 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 121129857 MAIL ADDRESS: STREET 1: 6340 QUADRANGLE DRIVE STREET 2: SUITE 100 CITY: CHAPEL HILL STATE: NC ZIP: 27517 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALIMERA SCIENCES INC CENTRAL INDEX KEY: 0001267602 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6120 WINDWARD PARKWAY STREET 2: STE 290 CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 6789905740 MAIL ADDRESS: STREET 1: 6120 WINDWARD PARKWAY STREET 2: STE 290 CITY: ALPHARETTA STATE: GA ZIP: 30005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Venture Partners VIII, L.P. CENTRAL INDEX KEY: 0001524064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 121129856 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Management VIII, L.L.C. CENTRAL INDEX KEY: 0001559565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 121129855 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 rrd357719.xml FORM 3 X0206 3 2012-10-02 0 0001267602 ALIMERA SCIENCES INC ALIM 0001435183 Kong Garheng 2800 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 1 0 1 0 0001524064 Sofinnova Venture Partners VIII, L.P. 2800 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001559565 Sofinnova Management VIII, L.L.C. 2800 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001202793 POWELL MICHAEL 2800 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001245624 HEALY JAMES 2800 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 0 0 1 0 Series A Convertible Preferred Stock 3.16 2012-10-02 Common Stock 3164557 I See footnote Series A Convertible Preferred Stock Warrant (Right to Buy) 44.00 2012-10-02 Series A Convertible Preferred Stock 75000 I See footnote The Series A Convertible Preferred Stock (the "Series A Preferred Stock") has no expiration date. The number of underlying shares of common stock is based on a conversion price of $3.16, which is the conversion price for any voluntary conversion of the Series A Preferred Stock at any time prior to the earlier of July 1, 2013 and the determination of the Final Guidance Price (as defined below). Each share of Series A Preferred Stock is convertible into shares of the Issuer's common stock at any time at the option of the holder at the rate equal to $40.00 divided by the then current conversion price. The Series A Preferred Stock is not convertible at the option of the Issuer. The conversion price of the Series A Preferred Stock is subject to adjustment from $2.91 to $2.66 or $3.16 based on the occurrence or non-occurrence of certain events, in addition to certain customary price based anti-dilution adjustments. Any voluntary conversion of the Series A Preferred Stock into common stock at any time prior to the earlier of July 1, 2013 and the adjustment to either $2.66 or $3.16 (as so adjusted, the "Final Guidance Price") shall be at a conversion price of $3.16 (as adjusted for any price-based anti-dilution). (Continued in footnote 4) Each share of Series A Preferred Stock shall automatically be converted into shares of the Issuer's common stock upon the occurrence of certain events. The dollar amounts set forth above are subject to adjustment for stock splits, combinations, stock dividends, recapitalizations and the like with respect to the Series A Preferred Stock. For further information on the details regarding the conversion of the Series A Preferred Stock, see the terms of the Certificate of Designation of the Series A Convertible Preferred Stock of the Issuer (attached as Exhibit 3.5 to Form 8-K filed with the Securities and Exchange Commission by the Issuer on October 2, 2012). The securities are owned directly by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII"), the general partner of SVP VIII, and Garheng Kong, a director of the Issuer, Michael Powell, and James I. Healy, the managing members of SM VIII, may be deemed to have shared voting and dispositive power over the shares owned by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII except to the extent of any pecuniary interest therein. The warrants will expire on the earlier to occur of (i) immediately following the consummation of a sale of the Issuer (for cash or freely tradable securities), if the warrants are not exercised or exchanged at or prior to the consummation of such sale or (ii) October 2, 2017. At the election of SVP VIII, the warrants may be exercised for the number of shares of common stock then issuable upon conversion of the Series A Preferred Stock that would otherwise be issued upon such exercise at the then-effective conversion price. Exhibit List Exhibit 24 - Power of Attorney /s/ Nathalie Auber, attorney-in-fact for Garheng Kong 2012-10-03 /s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners VIII, L.P. 2012-10-03 /s/ Nathalie Auber, attorney-in-fact for Sofinnova Management VIII, L.L.C. 2012-10-03 /s/ Nathalie Auber, attorney-in-fact for Michael F. Powell 2012-10-03 /s/ Nathalie Auber, attorney-in-fact for James I. Healy 2012-10-03 EX-24. 2 rrd321062_362923.htm POWER OF ATTORNEY rrd321062_362923.html 
                                Power of Attorney

        Each of the undersigned entities and individuals (collectively, the
"Reporting Persons") hereby authorizes and designates Sofinnova Management VIII,
L.L.C. or such other person or entity as is designated in writing by Garheng
Kong (the "Designated Filer") as the beneficial owner to prepare and file on
behalf of such Reporting Person individually, or jointly together with the other
Reporting Persons, any and all reports, notices, communications and other
documents (including, but not limited to, reports on Schedule 13D, Schedule 13G,
Form 3, Form 4 and Form 5) that such Reporting Person may be required to file
with the United States Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (together with the implementing regulations
thereto, the "Act") and the Securities Exchange Act of 1934, as amended
(together with the implementing regulations thereto, the "Exchange Act")
(collectively, the "Reports") with respect to each Reporting Person's ownership
of, or transactions in, securities of any entity whose securities are
beneficially owned (directly or indirectly) by such Reporting Person
(collectively, the "Companies").

        Each Reporting Person hereby further authorizes and designates Nathalie
Auber (the "Authorized Signatory") to execute and file on behalf of such
Reporting Person the Reports and to perform any and all other acts, which in the
opinion of the Designated Filer or Authorized Signatory may be necessary or
incidental to the performance of the foregoing powers herein granted.

        The authority of the Designated Filer and the Authorized Signatory under
this Document with respect to each Reporting Person shall continue until such
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing. Each Reporting Person acknowledges
that the Designated Filer and the Authorized Signatory are not assuming any of
the Reporting Person's responsibilities to comply with the Act or the Exchange
Act.

                              SOFINNOVA VENTURE PARTNERS VIII, L.P.,
                              a Delaware Limited Partnership


                              By:    SOFINNOVA MANAGEMENT VIII, L.L.C.,
                                     a Delaware Limited Liability Company
                                     Its General Partner


                              By:    /s/ Garheng Kong
                                     -------------------------------------------
                                     Garheng Kong
                                     Managing Member


                              SOFINNOVA MANAGEMENT VIII, L.L.C.,
                              a Delaware Limited Liability Company


                              By:    /s/ Garheng Kong
                                     -------------------------------------------
                                     Garheng Kong
                                     Managing Member


                              By:    /s/ James I. Healy
                                     -------------------------------------------


                              By:    /s/ Garheng Kong
                                     -------------------------------------------


                              By:    /s/ Michael F. Powell
                                     -------------------------------------------