0001179110-13-014391.txt : 20130919 0001179110-13-014391.hdr.sgml : 20130919 20130919120958 ACCESSION NUMBER: 0001179110-13-014391 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130918 FILED AS OF DATE: 20130919 DATE AS OF CHANGE: 20130919 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELERON PHARMA INC CENTRAL INDEX KEY: 0001280600 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 128 SYDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-649-9200 MAIL ADDRESS: STREET 1: 128 SYDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATV Entrepreneurs VII, L.P. CENTRAL INDEX KEY: 0001294513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36065 FILM NUMBER: 131105085 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET, SUITE 3700 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0707 MAIL ADDRESS: STREET 1: 1000 WINTER STREET, SUITE 3700 CITY: WALTHAM STATE: MA ZIP: 02451 3 1 edgar.xml FORM 3 - X0206 3 2013-09-18 0 0001280600 ACCELERON PHARMA INC XLRN 0001294513 ATV Entrepreneurs VII, L.P. C/O ADVANCED TECHNOLOGY VENTURES 500 BOYLSTON STREET SUITE 1380 BOSTON MA 02116 0 0 1 0 Common Stock 9732 D Series A Convertible Preferred Stock Common Stock 1376248 D Series B Convertible Preferred Stock Common Stock 507664 D Series C Convertible Preferred Stock Common Stock 293142 D Series D Convertible Preferred Stock Common Stock 39172 D Series E Convertible Preferred Stock Common Stock 223806 D Series F Convertible Preferred Stock Common Stock 64019 D Warrants to Purchase Common Stock 5.88 Common Stock 148309 D 7,831 shares of common stock, 119,322 warrants to purchase common stock, 1,103,378 shares of Series A Convertible Preferred Stock, 408,439 shares of Series B Convertible Preferred Stock, 235,847 shares of Series C Convertible Preferred Stock, 31,518 shares of Series D Convertible Preferred Stock, 111,722 shares of Series E Convertible Preferred Stock and 51,507 shares of Series F Convertible Preferred Stock of the registrant are owned directly by Advanced Technology Ventures VII, L.P. (ATV VII). ATV Associates VII, L.L.C. (ATV A VII) is the general partner of ATV VII and exercises voting and dispositive authority over the shares held by ATV VII. Jean George (George) is a managing director of ATV A VII and exercises voting and dispositive decisions of ATV A VII collectively with each of four other managing directors. ATV A VII and each of the managing directors disclaim beneficial ownership of these securities and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. 314 shares of common stock, 4,788 warrants to purchase common stock, 44,278 shares of Series A Convertible Preferred Stock, 16,390 shares of Series B Convertible Preferred Stock, 9,464 shares of Series C Convertible Preferred Stock, 1,264 shares of Series D Convertible Preferred Stock, 4,483 shares of Series E Convertible Preferred Stock and 2,067 shares of Series F Convertible Preferred Stock of the registrant are owned directly by Advanced Technology Ventures VII (B), L.P. (ATV VII B). ATV A VII is the general partner of ATV VII B and exercises voting and dispositive authority over the shares held by ATV VII B. ATV A VII and each of the managing directors disclaim beneficial ownership of these securities and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. 151 shares of common stock, 2,301 warrants to purchase common stock, 21,283 shares of Series A Convertible Preferred Stock, 7,878 shares of Series B Convertible Preferred Stock, 4,549 shares of Series C Convertible Preferred Stock, 607 shares of Series D Convertible Preferred Stock, 2,155 shares of Series E Convertible Preferred Stock and 993 shares of Series F Convertible Preferred Stock of the registrant are owned directly by Advanced Technology Ventures VII (C), L.P. (ATV VII C). ATV A VII is the general partner of ATV VII C and exercises voting and authority decisions over the shares held by ATV VII C. ATV A VII and each of the managing directors disclaim beneficial ownership of these securities and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. 46 shares of common stock, 711 warrants to purchase common stock, 6,575 shares of Series A Convertible Preferred Stock, 2,434 shares of Series B Convertible Preferred Stock, 1,405 shares of Series C Convertible Preferred Stock, 187 shares of Series D Convertible Preferred Stock, 665 shares of Series E Convertible Preferred Stock and 307 shares of Series F Convertible Preferred Stock of the registrant are owned directly by ATV Entrepreneurs VII, L.P. (ATV VII E). ATV A VII is the general partner of ATV VII E and exercises voting and dispositive authority over the shares held by ATV VII E. ATV A VII and each of the managing directors disclaim beneficial ownership of these securities and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. 1,307 shares of common stock, 19,916 warrants to purchase common stock, 184,810 shares of Series A Convertible Preferred Stock, 68,172 shares of Series B Convertible Preferred Stock, 39,365 shares of Series C Convertible Preferred Stock, 5,260 shares of Series D Convertible Preferred Stock, 18,647 shares of Series E Convertible Preferred Stock and 8,597 shares of Series F Convertible Preferred Stock of the registrant are owned directly by Advanced Technology Ventures VI, L.P. (ATV VI). ATV Associates VI, L.L.C. (ATV A VI) is the general partner of ATV VI and exercises voting and dispositive authority over the shares held by ATV VI. ATV A VI and each of the managing directors disclaim beneficial ownership of these securities and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. 83 shares of common stock, 1,271 warrants to purchase common stock, 11,796 shares of Series A Convertible Preferred Stock, 4,351 shares of Series B Convertible Preferred Stock, 2,512 shares of Series C Convertible Preferred Stock, 336 shares of Series D Convertible Preferred Stock, 1,190 shares of Series E Convertible Preferred Stock and 548 shares of Series F Convertible Preferred Stock of the registrant are owned directly by ATV Entrepreneurs VI, L.P. (ATV VI E). ATV A VI is the general partner of ATV VI E and exercises voting and dispositive decisions over the shares held by ATV VI E. ATV A VI and each of the managing directors disclaim beneficial ownership of these securities and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. The Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock are each convertible into Common Stock at any time at the holders election and upon the consummation of a qualified public offering of the registrant. There is no expiration date for any series of convertible preferred stock. 4,128 shares of Series A Convertible Preferred Stock of the registrant are owned directly by ATV Alliance 2003, L.P. (ATV 2003). ATV Alliance Associates, L.L.C. (ATV Alliance LLC) is the general partner of ATV 2003 and exercises voting and dispositive authority over the shares held by ATV 2003. Voting and dispositive decisions of ATV Alliance LLC are made by Ms. George. ATV Alliance LLC and George disclaim beneficial ownership of these securities and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. The warrants to purchase Common Stock are exercisable at any time at the holders election, and have an expiration date on the ten year anniversary of the warrant issue date. Exhibit List Exhibit 24 Power of Attorney /s/ Douglas Pagan, attorney-in-fact for ATV Entrepreneurs VII, L.P. 2013-09-19 EX-24 2 ex24atv.htm Unassociated Document
 
 

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of John D. Quisel, J.D., Ph.D., Kevin F. McLaughlin and Douglas W. Pagán, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director or shareholder of Acceleron Pharma Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules thereunder;
     
 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
     
 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such 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 such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any 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 the acts such 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 each of the foregoing attorneys-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 Act.

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 each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of September 16, 2013.


 
ADVANCED TECHNOLOGY VENTURES VI, L.P.
 
 
By:
ATV Associates VI, L.L.C.
Its General Partner
 
 
By:
/s/ William Wiberg
 
Name:
William Wiberg
 
Title:
Managing Director
 
 
 
ADVANCED TECHNOLOGY VENTURES VII, L.P.
 
 
By:
ATV Associates VII, L.L.C.
Its General Partner
 
 
By:
/s/ Jean George
 
Name:
Jean George
 
Title:
Managing Director
 
 
 
ADVANCED TECHNOLOGY VENTURES VII(B), L.P.
 
 
By:
ATV Associates VII, L.L.C.
Its General Partner
 
 
By:
/s/ Jean George
 
Name:
Jean George
 
Title:
Managing Director
 
 
 
ADVANCED TECHNOLOGY VENTURES VII(C), L.P.
 
 
By:
ATV Associates VII, L.L.C.
Its General Partner
 
 
By:
/s/ Jean George
 
Name:
Jean George
 
Title:
Managing Director
 

 
 
1
 


 
ATV ENTREPRENEURS VI, L.P.
 
 
By:
ATV Associates VI, L.L.C.
Its General Partner
 
 
By:
/s/ William Wiberg
 
Name:
William Wiberg
 
Title:
Managing Director
 
 
 
ATV ENTREPRENEURS VII, L.P.
 
 
By:
ATV Associates VII, L.L.C.
Its General Partner
 
 
By:
/s/ Jean George
 
Name:
Jean George
 
Title:
Managing Director
 
 
 
ATV ASSOCIATES VI, L.L.C.
 
 
By:
/s/ William Wiberg
 
Name:
William Wiberg
 
Title:
Managing Director
 
 
 
ATV ASSOCIATES VII, L.L.C.
 
 
By:
/s/ Jean George
 
Name:
Jean George
 
Title:
Managing Director
 
 
 
ATV ALLIANCE 2003, L.P.
 
 
By:
ATV Alliance Associates, L.L.C.
Its General Partner
 
 
By:
/s/ Jean George
 
Name:
Jean George
 
Title:
Manager
 

 
2