-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1Dojvje4/OmqOO4Trh8tBh7yVR7/8OocmH/U3VPDGwpxCHpr3NYyX/i6vPUPI3i JFEGgtikjmBDLqTZmQNt+A== 0001209191-07-056847.txt : 20071003 0001209191-07-056847.hdr.sgml : 20071003 20071003170314 ACCESSION NUMBER: 0001209191-07-056847 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070803 FILED AS OF DATE: 20071003 DATE AS OF CHANGE: 20071003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEINMETZ MICHAEL CENTRAL INDEX KEY: 0001166285 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 071154360 BUSINESS ADDRESS: BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GALAKATOS NICHOLAS CENTRAL INDEX KEY: 0001252522 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 071154356 BUSINESS ADDRESS: BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHEELER KURT CENTRAL INDEX KEY: 0001252525 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 071154358 BUSINESS ADDRESS: BUSINESS PHONE: 6502385000 MAIL ADDRESS: STREET 1: 801 GATEWAY BLVD STREET 2: STE 410 CITY: SAN FRANCISCO STATE: CA ZIP: 94080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMON NICHOLAS J III CENTRAL INDEX KEY: 0001221595 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 071154357 BUSINESS ADDRESS: BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HENNER DENNIS CENTRAL INDEX KEY: 0001249153 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 071154355 BUSINESS ADDRESS: BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHCARE ACQUISITION CORP CENTRAL INDEX KEY: 0001326190 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202726770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2116 FINANCIAL CENTER STREET 2: 666 WALNUT STREET CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 515-244-5746 MAIL ADDRESS: STREET 1: 2116 FINANCIAL CENTER STREET 2: 666 WALNUT STREET CITY: DES MOINES STATE: IA ZIP: 50309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GADICKE ANSBERT CENTRAL INDEX KEY: 0001134655 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 071154359 BUSINESS ADDRESS: STREET 1: ONE CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EVNIN LUKE CENTRAL INDEX KEY: 0001134657 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 071154361 BUSINESS ADDRESS: STREET 1: ONE CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH STREET CITY: BOSTON STATE: MA ZIP: 02116 4/A 1 bsf34240_bsf7le.xml MAIN DOCUMENT DESCRIPTION X0202 4/A 2007-08-03 2007-08-07 0001326190 HEALTHCARE ACQUISITION CORP PIP 0001134657 EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001252522 GALAKATOS NICHOLAS C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249153 HENNER DENNIS C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001166285 STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001134655 GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001252525 WHEELER KURT C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001221595 SIMON NICHOLAS J III C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2007-08-03 4 J 0 3239443 A 3364443 I See Footnote Common Stock 2007-08-07 4 P 0 125000 7.70 A 3489443 I See Footnote 8% Convertible Note 10 2007-08-03 4 J 0 4709553.61 A 2009-08-03 Common Stock 470953 4709553.61 I See Footnote Stock Option (Right to Buy) 4.22 2007-08-03 4 A 0 1104 0 A 2016-01-18 Common Stock 1104 1104 I See Footnote The shares were received in exchange for an aggregate of 17,933,960 shares of Series B and Series C Convertible Preferred Stock of PharmAthene, Inc. in connection with the acquisition of PharmAthene, Inc. through the merger of the Issuer's subsidiary into PharmAthene, Inc. (the "Merger"). The shares were received as follows: 2,686,710 by MPM BioVentures III-QP, L.P. ("BV III QP"), 180,663 by MPM BioVentures III, L.P. ("BV III"), 63,871 by MPM Asset Management Investors 2004 BVIII LLC ("AM 2004"), 81,147 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 227,052 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III and BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, M ichael Steinmetz and Kurt Wheeler are the members of MPM III LLC and AM 2004. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The shares are held as follows: 2,790,382 by BV III QP, 187,634 by BV III, 66,336 by AM 2004, 84,278 by BV Parallel and 235,813 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The shares were purchased as follows: 103,672 by BV III QP, 6,971 by BV III, 2,465 by AM 2004, 3,131 by BV Parallel and 8,761 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The shares are held as follows: 2,894,054 by BV III QP, 194,605 by BV III, 68,801 by AM 2004, 87,409 by BV Parallel and 244,574 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The notes were received in the Merger in cancellation of convertible promissory notes of PharmAthene, Inc. in the aggregate principal amount of $4,425,867.53, plus accrued interest thereon. Immediately convertible into shares of Common Stock of the Issuer at the rate of $10.00 per share. The notes are held as follows: $3,905,976.55 by BV III QP, $262,651.82 by BV III, $92,858.30 by AM 2004, $117,974.13 by BV Parallel and $330,092.81 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. 25% of the shares underlying the option shall vest each year commencing on the first anniversary of January 18, 2006. The option is held by Ansbert Gadicke. See Form 4/A for MPM BioVentures III-QP, L.P. filed simultaneously herewith for additional members of this joint filing. This amendment is being filed to reflect the additional shares issued pursuant to a post-closing adjustment in connection with the Merger. This information was not available at the time of the original filing. /s/ Luke Evnin 2007-10-03 /s/ Nicholas Galakatos 2007-10-03 /s/ Dennis Henner 2007-10-03 /s/ Michael Steinmetz 2007-10-03 /s/ Ansbert Gadicke 2007-10-03 /s/ Kurt Wheeler 2007-10-03 /s/ Nicholas J. Simon, III 2007-10-03 -----END PRIVACY-ENHANCED MESSAGE-----