FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AERIE PHARMACEUTICALS INC [ AERI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/25/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/25/2013 | C | 932,553 | A | (1) | 932,553 | I | See footnote(2) | ||
Common Stock | 10/25/2013 | C | 1,363,636 | A | (3) | 2,296,189 | I | See footnote(2) | ||
Common Stock | 10/25/2013 | C(8) | 155,600 | A | $0.05 | 2,451,789 | I | See footnote(2) | ||
Common Stock | 10/25/2013 | C | 353,800 | A | (6) | 2,805,589 | I | See footnote(2) | ||
Common Stock | 10/25/2013 | P | 285,000 | A | $10 | 3,090,589 | I | See footnote(2)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A-4 Convertible Preferred Stock | (1) | 10/25/2013 | C | 4,662,765 | (1) | (1) | Common Stock | 932,553 | $0 | 0 | I | See footnote(2) | |||
Series B Convertible Preferred Stock | (3) | 10/25/2013 | C | 6,818,182 | (3) | (3) | Common Stock | 1,363,636 | $0 | 0 | I | See footnote(2) | |||
Series B Preferred Stock Warrant (right to buy) | $0.05 | 10/25/2013 | C | 778,000 | (5) | (5) | Common Stock | 155,600 | $0 | 0 | I | See footnote(2) | |||
Convertible Notes | (6) | 10/25/2013 | C | 353,800 | (6) | (6) | Common Stock | 353,800 | $0 | 0 | I | See footnote(2) | |||
Series A-4 Preferred Stock Warrant (right to buy) | (7) | 10/25/2013 | C | 750,000 | (7) | (7) | Common Stock | 150,000 | $0 | 0 | I | See footnote(2) | |||
Common Stock Warrant (right to buy) | $5(7) | 10/25/2013 | C | 150,000 | (7) | (7) | Common Stock | 150,000 | $0 | 150,000 | I | See footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. All outstanding shares of the Series A-4 Convertible Preferred Stock, including the 4,662,765 shares held by the Reporting Persons, were automatically converted into shares of Common Stock on a one-for-five basis upon the closing of the Issuer's initial public offering for no additional consideration. |
2. The securities are owned directly by Sofinnova Venture Partners VII, L.P. ("SV VII"). Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, James Healy, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, and Anand Mehra, a director of the Issuer, may be deemed to have shared voting and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII except to the extent of any pecuniary interest therein. |
3. All outstanding shares of the Series B Convertible Preferred Stock, including the 6,818,182 shares held by the Reporting Persons, were automatically converted into shares of Common Stock on a one-for-five basis upon the closing of the Issuer's initial public offering for no additional consideration. |
4. The shares were purchased in the Issuer's initial public offering. |
5. The Series B warrants to purchase shares of the Issuer's Series B convertible preferred stock were exercisable at a price of $0.01 per share at any time during their seven year term (expiration is December 2019), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series B warrants automatically became exercisable for 155,600 shares of the Issuer's Common Stock at an exercise price of $0.05 per share. |
6. The outstanding principal amount and all accrued and unpaid interest thereon converted into shares of Common Stock at a price per share equal to the initial public offering price upon the closing of the Issuer's initial public offering. |
7. The Series A-4 warrants to purchase shares of the Issuer's Series A-4 convertible preferred stock were exercisable at a price of $1.00 per share at any time during their ten year term (expiration is August 2020), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series A-4 warrants automatically became exercisable for 150,000 shares of the Issuer's common stock at an exercise price of $5.00 per share. |
8. Exercise of warrant in cash in the amount of $7,780 in connection with the closing of the Issuer's initial public offering. |
/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra | 10/30/2013 | |
/s/ Nathalie Auber, Attorney-in-Fact for James Healy | 10/30/2013 | |
/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois | 10/30/2013 | |
/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell | 10/30/2013 | |
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VII, L.P. | 10/30/2013 | |
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VII, L.L.C. | 10/30/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |