0001104659-15-008991.txt : 20150211 0001104659-15-008991.hdr.sgml : 20150211 20150211201239 ACCESSION NUMBER: 0001104659-15-008991 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150211 FILED AS OF DATE: 20150211 DATE AS OF CHANGE: 20150211 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Invitae Corp CENTRAL INDEX KEY: 0001501134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 271701898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 458 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 992-8173 MAIL ADDRESS: STREET 1: 458 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: InVitae Corp DATE OF NAME CHANGE: 20121105 FORMER COMPANY: FORMER CONFORMED NAME: Locus Development Inc DATE OF NAME CHANGE: 20100910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas, McNerney & Partners II, LLC CENTRAL INDEX KEY: 0001505930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36847 FILM NUMBER: 15601324 BUSINESS ADDRESS: STREET 1: 60 SOUTH 6TH STREET, SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-465-8671 MAIL ADDRESS: STREET 1: 60 SOUTH 6TH STREET, SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TMP Nominee II, LLC CENTRAL INDEX KEY: 0001436054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36847 FILM NUMBER: 15601325 BUSINESS ADDRESS: STREET 1: 60 S. SIXTH STREET STREET 2: SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-465-8671 MAIL ADDRESS: STREET 1: 60 S. SIXTH STREET STREET 2: SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TMP Associates II LP CENTRAL INDEX KEY: 0001383035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36847 FILM NUMBER: 15601326 BUSINESS ADDRESS: STREET 1: 60 SOUTH SIXTH ST STE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-465-8671 MAIL ADDRESS: STREET 1: 60 SOUTH SIXTH ST STE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas, McNerney & Partners II L.P. CENTRAL INDEX KEY: 0001369574 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36847 FILM NUMBER: 15601327 BUSINESS ADDRESS: STREET 1: 60 South Sixth Street STREET 2: Suite 3620 CITY: Minneapolis STATE: MN ZIP: 55402 BUSINESS PHONE: 612-456-8660 MAIL ADDRESS: STREET 1: 60 South Sixth Street STREET 2: Suite 3620 CITY: Minneapolis STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AGUIAR ERIC CENTRAL INDEX KEY: 0001262325 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36847 FILM NUMBER: 15601328 MAIL ADDRESS: STREET 1: ONE LANDMARK SQUARE STREET 2: SUITE 1920 CITY: STAMFORD STATE: CT ZIP: 06091 3 1 a3.xml 3 X0206 3 2015-02-11 0 0001501134 Invitae Corp NVTA 0001262325 AGUIAR ERIC THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE STAMFORD CT 06901 1 0 1 0 0001369574 Thomas, McNerney & Partners II L.P. THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE STAMFORD CT 06901 0 0 1 0 0001383035 TMP Associates II LP THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE STAMFORD CT 06901 0 0 1 0 0001436054 TMP Nominee II, LLC THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE STAMFORD CT 06901 0 0 1 0 0001505930 Thomas, McNerney & Partners II, LLC THOMAS, MCNERNEY & PARTNERS 19TH FLOOR - ONE LANDMARK SQUARE STAMFORD CT 06901 0 0 1 0 Series A Preferred Stock 2.64 Common Stock 1893939 I See Footnote Series C Preferred Stock 5.70 Common Stock 877194 I See Footnote Series E Preferred Stock 9.18 Common Stock 544662 I See Footnote Series F Preferred Stock 12.00 Common Stock 416665 I See Footnote All shares of Preferred Stock have no expiration date and are convertible at any time at the option of the holder and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 6 shares of Preferred Stock, for no additional consideration. Thomas, McNerney & Partners II, LLC ("TMP LLC'') is the general partner of each of Thomas, McNerney & Partners II, L.P. ("Thomas McNerney'') and TMP Associates II, L.P. ("TMP Associates''). Eric Aguiar is a manager of TMP LLC and has shared voting and investment control over the shares held by each of Thomas McNerney and TMP Associates, and indirectly shares investment control over the shares held by TMP Nominee II, LLC ("TMP Nominee''). Dr. Aguiar disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Beneficial ownership consists of: 1,867,803 shares of common stock issuable upon conversion of Series A Preferred Stock held by Thomas McNerney, 6,629 shares of common stock issuable upon conversion of Series A Preferred Stock held by TMP Associates, and 19,507 shares of common stock issuable upon conversion of Series A Preferred Stock held by TMP Nominee. Beneficial ownership consists of : 865,087 shares of common stock issuable upon conversion of Series C Preferred Stock held by Thomas McNerney, 3,071 shares of common stock issuable upon conversion of Series C Preferred Stock held by TMP Associates, and 9,036 shares of common stock issuable upon conversion of Series C Preferred Stock held by TMP Nominee. Beneficial ownership consists of : 537,037 shares of common stock issuable upon conversion of Series E Preferred Stock held by Thomas McNerney, 2,015 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Associates, and 5,610 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Nominee. Beneficial ownership consists of : 413,041 shares of common stock issuable upon conversion of Series F Preferred Stock held by Thomas McNerney, 1,541 shares of common stock issuable upon conversion of Series F Preferred Stock held by TMP Associates, and 2,083 shares of common stock issuable upon conversion of Series E Preferred Stock held by TMP Nominee. Exhibit List: Exhibit 24 - Power of Attorney /s/ Eric Aguiar 2015-02-11 THOMAS, MCNERNEY & PARTNERS II, L.P. By: Thomas, McNerney & Partners II, LLC Its: General Partner By: /s/ Eric Aguiar Eric Aguiar, Manager 2015-02-11 TMP ASSOCIATES II, L.P. By: Thomas, McNerney & Partners II, LLC Its: General Partner By: /s/ Eric Aguiar Eric Aguiar, Manager 2015-02-11 TMP NOMINEE II, LLC By: /s/ Eric Aguiar, Attorney-In-Fact Eric Aguiar, Attorney-In-Fact 2015-02-11 THOMAS, MCNERNEY & PARTNERS II, LLC By: /s/ Eric Aguiar Eric Aguiar, Manager 2015-02-11 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

For Executing Section 16 Forms, Form 144 and Schedule 13D or 13G

 

Know all by these presents that the undersigned hereby constitutes and appoints Lee Bendekgey and Patty Dumond, or either of them signing individually, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                  prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities and Exchange Act of 1934 or any rule or regulation of the SEC; and

 

(2)                                  execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Invitae Corporation (the “Company”) (a) Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, (b) Form 144, and (c) Schedule 13D or Schedule 13G; and

 

(3)                                do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 and 5, Form 144, and Schedule 13D or Schedule 13G (including amendments thereto) and timely file such Forms or schedules with the SEC and any stock exchange, self-regulatory association or any other authority; and

 

(4)                                  take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the 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 the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper 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 the attorney-in-fact 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 the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

The undersigned agrees that such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Form 4 or Form 144 (including amendments thereto) and agrees to reimburse the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 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 attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Signature:

/s/ Eric Aguiar

 

 

 

 

Printed Name:

Eric Aguiar

 

 

 

 

Date:

February 11, 2015