0001209191-13-038817.txt : 20130801 0001209191-13-038817.hdr.sgml : 20130801 20130801191843 ACCESSION NUMBER: 0001209191-13-038817 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130730 FILED AS OF DATE: 20130801 DATE AS OF CHANGE: 20130801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Conatus Pharmaceuticals Inc CENTRAL INDEX KEY: 0001383701 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203183915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 558-8130 MAIL ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aberdare Partners III LP CENTRAL INDEX KEY: 0001334248 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131004153 BUSINESS ADDRESS: STREET 1: ONE E CENTER STE 4066 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 MAIL ADDRESS: STREET 1: ONE E CENTER STE 4066 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aberdare Ventures III LP CENTRAL INDEX KEY: 0001313414 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131004154 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER STE 4000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-392-7442 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STE 4000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aberdare GP III, L.L.C. CENTRAL INDEX KEY: 0001582419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36003 FILM NUMBER: 131004155 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 4000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 392-7442 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 4000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 c578199_4x0.xml MAIN DOCUMENT DESCRIPTION X0306 4 2013-07-30 0001383701 Conatus Pharmaceuticals Inc CNAT 0001582419 Aberdare GP III, L.L.C. ONE EMBARCADERO CENTER SUITE 4000 SAN FRANCISCO CA 94111 0 0 1 0 0001313414 Aberdare Ventures III LP ONE EMBARCADERO CENTER SUITE 4000 SAN FRANCISCO CA 94111 0 0 1 0 0001334248 Aberdare Partners III LP ONE EMBARCADERO CENTER SUITE 4000 SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2013-07-30 4 C 0 1979321 0 A 2038535 I By Aberdare Ventures III, L.P. Common Stock 2013-07-30 4 X 0 73395 0.0825 A 2111930 I By Aberdare Ventures III, L.P. Common Stock 2013-07-30 4 S 0 552 11.00 D 2111378 I By Aberdare Ventures III, L.P. Common Stock 2013-07-30 4 J 0 10614 11.00 A 2121992 I By Aberdare Ventures III, L.P. Common Stock 2013-07-30 4 P 0 104952 11.00 A 2226944 I By Aberdare Ventures III, L.P. Common Stock 2013-07-30 4 C 0 46594 0 A 47985 I By Aberdare Partners III, L.P. Common Stock 2013-07-30 4 X 0 1727 0.0825 A 49712 I By Aberdare Partners III, L.P. Common Stock 2013-07-30 4 S 0 14 11.00 D 49698 I By Aberdare Partners III, L.P. Common Stock 2013-07-30 4 J 0 251 11.00 A 49949 I By Aberdare Partners III, L.P. Common Stock 2013-07-30 4 P 0 2470 11.00 A 52419 I By Aberdare Partners III, L.P. Series A Preferred Stock 2013-07-30 4 C 0 10483166 D Common Stock 1270687 0 I By Aberdare Ventures III, L.P. Series B Preferred Stock 2013-07-30 4 C 0 5846236 D Common Stock 708634 0 I By Aberdare Ventures III, L.P. Warrant to Purchase Series A Preferred Stock 0.01 2013-07-30 4 C 0 363308 D Series A Preferred 363308 0 I By Aberdare Ventures III, L.P. Warrant to Purchase Series A Preferred Stock 0.01 2013-07-30 4 C 0 242205 D Series A Preferred 242205 0 I By Aberdare Ventures III, L.P. Warrant to Purchase Common Stock 0.0825 2013-07-30 4 C 0 73395 A 2013-07-30 2013-07-30 Common Stock 73395 73395 I By Aberdare Ventures III, L.P. Warrant to Purchase Common Stock 0.0825 2013-07-30 4 X 0 73395 D 2013-07-30 2013-07-30 Common Stock 73395 0 I By Aberdare Ventures III, L.P. Warrant to Purchase Common Stock 0.90 2013-07-30 4 C 0 42336 D 2018-05-30 2018-05-30 Series B Preferred Stock 42336 0 I By Aberdare Ventures III, L.P. Warrant to Purchase Common Stock 7.43 2013-07-30 4 C 0 5131 A 2018-05-30 Common Stock 5131 5131 I By Aberdare Ventures III, L.P. Series A Preferred Stock 2013-07-30 4 C 0 246775 D Common Stock 29912 0 I By Aberdare Partners III, L.P. Series B Preferred Stock 2013-07-30 4 C 0 137626 D Common Stock 16682 0 I By Aberdare Partners III, L.P. Warrant to Purchase Series A Preferred Stock 0.01 2013-07-30 4 C 0 8552 D Series A Preferred 8552 0 I By Aberdare Partners III, L.P. Warrant to Purchase Series A Preferred Stock 0.01 2013-07-30 4 C 0 5701 D Series A Preferred 5701 0 I By Aberdare Partners III, L.P. Warrant to Purchase Common Stock 0.0825 2013-07-30 4 C 0 1727 A 2013-07-30 2013-07-30 Common Stock 1727 1727 I By Aberdare Partners III, L.P. Warrant to Purchase Common Stock 0.0825 2013-07-30 4 X 0 1727 D 2013-07-30 2013-07-30 Common Stock 1727 0 I By Aberdare Partners III, L.P. Warrant to Purchase Series B Preferred Stock .90 2013-07-30 4 C 0 997 D 2018-05-30 2018-05-30 Series B Preferred Stock 997 0 I By Aberdare Partners III, L.P. Warrant to Purchase Common Stock 7.43 2013-07-30 4 C 0 120 A 2018-05-30 Common Stock 120 120 I By Aberdare Partners III, L.P. Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock at the closing of the Issuer's initial public offering ("IPO") at a conversion rate of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration. The shares of Preferred Stock had no expiration date. Aberdare GP III, L.L.C. ("Aberdare GP III") serves as the sole General Partner of Aberdare Ventures III, L.P. ("Aberdare Ventures III") and Aberdare Partners III, L.P. ("Aberdare Partners III"). As such, Aberdare GP III possesses sole voting and investment control over the securities owned by Aberdare Ventures III and Aberdare Partners III, and may be deemed to have indirect beneficial ownership of the securities held by Aberdare Ventures III and Aberdare Partners III. Aberdare GP III, however, owns no securities of the Issuer directly and disclaims beneficial ownership of the shares held by Aberdare Ventures III and Aberdare Partners III except to the extent of its proportionate pecuniary interest therein. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports. Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase shares of Series A Preferred Stock were converted to warrants to purchase Common Stock with an exercise price of $0.0825 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration, and were then net exercised based on the IPO price of $11.00 per share. The Common Stock was acquired upon conversion of a convertible promissory note exempt from the definition of derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO. The warrant was immediately exercisable and was originally scheduled to expire on March 5, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions. The warrant was immediately exercisable and was originally scheduled to expire on October 15, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions. Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase Series B Preferred Stock were converted into warrants to purchase Common Stock with an exercise price of $7.43 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration. The warrant is immediately exercisable. /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C. 2013-08-01 /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C., which serves as the sole General Partner to Aberdare Ventures III, L.P. 2013-08-01 /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C., which serves as the sole General Partner to Aberdare Partners III, L.P. 2013-08-01