0001179110-13-014658.txt : 20130926 0001179110-13-014658.hdr.sgml : 20130926 20130926165014 ACCESSION NUMBER: 0001179110-13-014658 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130924 FILED AS OF DATE: 20130926 DATE AS OF CHANGE: 20130926 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 FISCAL YEAR END: 1231 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: George Jean CENTRAL INDEX KEY: 0001291804 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36065 FILM NUMBER: 131117242 MAIL ADDRESS: STREET 1: CRITICAL THERAPEUTICS INC STREET 2: 60 WESTVIEW STREET CITY: LEXINGTON STATE: MA ZIP: 02421 4 1 edgar.xml FORM 4 - X0306 4 2013-09-24 0 0001280600 ACCELERON PHARMA INC XLRN 0001291804 George Jean C/O ADVANCED TECHNOLOGY VENTURES 500 BOYLSTON STREET SUITE 1380 BOSTON MA 02116 1 0 0 0 Common Stock 2013-09-24 4 C 0 1376248 A 1385980 I See Footnote Common Stock 2013-09-24 4 C 0 507664 A 1893644 I See Footnote Common Stock 2013-09-24 4 C 0 293142 A 2186786 I See Footnote Common Stock 2013-09-24 4 C 0 39172 A 2225958 I See Footnote Common Stock 2013-09-24 4 J 0 223806 A 2449764 I See Footnote Common Stock 2013-09-24 4 C 0 64019 A 2513783 I See Footnote Series A Convertible Preferred Stock 2013-09-24 4 C 0 1376248 0 D Common Stock 1376248 0 I See Footnote Series B Convertible Preferred Stock 2013-09-24 4 C 0 507664 0 D Common Stock 507664 0 I See Footnote Series C Convertible Preferred Stock 2013-09-24 4 C 0 293142 0 D Common Stock 293142 0 I See Footnote Series D Convertible Preferred Stock 2013-09-24 4 C 0 39172 0 D Common Stock 39172 0 I See Footnote Series E Convertible Preferred Stock 2013-09-24 4 J 0 138862 0 D Common Stock 223806 0 I See Footnote Series F Convertible Preferred Stock 2013-09-24 4 C 0 64019 0 D Common Stock 64019 0 I See Footnote 7,831 shares of 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 were owned directly by Advanced Technology Ventures VII, L.P. (ATV VII). After the conversions listed herein ATV VII owns 2,018,586 shares of common stock. 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 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, 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 were owned directly by Advanced Technology Ventures VII (B), L.P. (ATV VII B). After the conversions listed herein ATV VII B owns 81,002 shares of common stock. 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, 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 were 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 including Ms. 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. After the conversions listed herein ATV VII C owns 38,934 shares of common stock. 46 shares of 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 were 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 including Ms. 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. After the conversions listed herein ATV VII E owns 12,025 shares of common stock. 1,307 shares of 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 were 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. After the conversions listed herein ATV VII E owns 337,565 shares of common stock. 83 shares of 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 were 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. After the conversions listed herein ATV VII E owns 21,543 shares of common stock. 4,128 shares of Series A Convertible Preferred Stock of the registrant weer 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. After the conversions listed herein ATV VII E owns 4,128 shares of common stock. Upon closing of the Issuers initial public offering, each share of Series A, B, C, D and F Convertible Preferred Stock automatically converted into one share of Common Stock without payment of further consideration. The shares had no expiration date. Upon closing of the Issuers initial public offering, each share of Series E Preferred Stock automatically converted at a ratio of 1 for 1.61174 into the number of shares of Common Stock shown in column 7 without payment of further consideration. The shares had no expiration date. /s/ Kevin F. McLaughlin, attorney in fact for Jean M. George 2013-09-26