SEC Form 4
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*
Torres S. Edward

(Last) (First) (Middle)
C/O LILLY VENTURES FUND I, LLC
115 W. WASHINGTON ST, S TOWER, STE. 1680

(Street)
INDIANAPOLIS IN 46204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GLOBEIMMUNE INC [ GBIM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Stock 07/08/2014 C 182,894 A $0.00 182,894 I By Lilly Ventures Fund I, LLC(5)
Common Stock 07/08/2014 P 85,000 A $10 267,894 I By Lilly Ventures Fund I, LLC(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Series B Convertible Preferred Stock (2) 07/08/2014 C 3,736,921 (2) (2) Common Stock 119,048(1) $0.00 0 I By Lilly Ventures Fund I, LLC(5)
Series C Convertible Preferred Stock (2) 07/08/2014 C 1,685,796 (2) (2) Common Stock 53,703(1) $0.00 0 I By Lilly Ventures Fund I, LLC(5)
Series E Convertible Preferred Stock (2) 07/08/2014 C 318,411 (2) (2) Common Stock 10,143(1) $0.00 0 I By Lilly Ventures Fund I, LLC(5)
Warrant to Purchase Series C Preferred Stock (right to buy) (3) 07/08/2014 C 50,684 (3) (3) Common Stock 50,684(3) $1.445(3) 0 I By Lilly Ventures Fund I, LLC(5)
Warrant to Purchase Common Stock (right to buy) $45.36 07/08/2014 C(4) 1,614 (4) (4) Common Stock 1,614 $0.00 1,614 I By Lilly Ventures Fund I, LLC(5)
Explanation of Responses:
1. Represents shares of common stock of the Issuer received upon conversion of shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series E Convertible Stock.
2. Every one share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series E Convertible Stock (collectively, the "Convertible Preferred Stock") converted on a 1-for- 31.39 basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The Convertible Preferred Stock of the Issuer had no expiration and was convertible at any time at the option of the holder.
3. Each one share of Series C Convertible Preferred Stock converted 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 was immediately exercisable at any time at the option of the holder.
4. Represents warrants to purchase shares of common stock of the Issuer following the conversion of the Series C Convertible Preferred Stock on a 1-for-31.39 share basis. The number of shares and price per share reported herein reflects such conversion. The Warrant is immediately exercisable at any time at the option of the holder.
5. The Reporting Person is a managing director of Lilly Ventures Fund I, LLC ("Lilly Ventures") and may be deemed to be the indirect beneficial owner of the shares owned by Lilly Ventures. The Reporting Person disclaims beneficial ownership of the shares held by Lilly Ventures, except to the extent of his pecuniary interest arising therein.
Remarks:
/s/ Matthew P. Dubofsky, Attorney-in-Fact 07/09/2014
** 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.
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