0001209191-15-039642.txt : 20150506 0001209191-15-039642.hdr.sgml : 20150506 20150506202455 ACCESSION NUMBER: 0001209191-15-039642 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150506 FILED AS OF DATE: 20150506 DATE AS OF CHANGE: 20150506 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: aTYR PHARMA INC CENTRAL INDEX KEY: 0001339970 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 203435077 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 3545 JOHN HOPKINS COURT, STE #250 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-731-8389 MAIL ADDRESS: STREET 1: 3545 JOHN HOPKINS COURT, STE #250 CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Special Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37378 FILM NUMBER: 15838975 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37378 FILM NUMBER: 15838976 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Entrepreneurs' Fund V, L.P. CENTRAL INDEX KEY: 0001439587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37378 FILM NUMBER: 15838977 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P. CENTRAL INDEX KEY: 0001439590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37378 FILM NUMBER: 15838978 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Management Co. V, L.L.C. CENTRAL INDEX KEY: 0001439589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37378 FILM NUMBER: 15838979 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-05-06 0 0001339970 aTYR PHARMA INC LIFE 0001439589 Polaris Venture Management Co. V, L.L.C. C/O POLARIS VENTURE PARTNERS, 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02541 0 0 1 0 0001439590 Polaris Venture Partners V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439587 Polaris Venture Partners Entrepreneurs' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439588 Polaris Venture Partners Founders' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439586 Polaris Venture Partners Special Founders' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 Series B Redeemable Convertible Preferred Stock Common Stock 3473763 I By Polaris Venture Partners V, L.P. Series B Redeemable Convertible Preferred Stock Common Stock 67704 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. Series B Redeemable Convertible Preferred Stock Common Stock 23796 I By Polaris Venture Partners Founders' Fund V, L.P. Series B Redeemable Convertible Preferred Stock Common Stock 34737 I Polaris Venture Partners Special Founders' Fund V, L.P. Series B-2 Redeemable Convertible Preferred Stock Common Stock 4168683 I By Polaris Venture Partners V, L.P. Series B-2 Redeemable Convertible Preferred Stock Common Stock 81248 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. Series B-2 Redeemable Convertible Preferred Stock Common Stock 28556 I By Polaris Venture Partners Founders' Fund V, L.P. Series B-2 Redeemable Convertible Preferred Stock Common Stock 41686 I By Polaris Venture Partners Special Founders' Fund V, L.P. Series C Redeemable Convertible Preferred Stock Common Stock 4208756 I By Polaris Venture Partners V, L.P. Series C Redeemable Convertible Preferred Stock Common Stock 82029 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. Series C Redeemable Convertible Preferred Stock Common Stock 28831 I By Polaris Venture Partners Founders' Fund V, L.P. Series C Redeemable Convertible Preferred Stock Common Stock 42087 I By Polaris Venture Partners Special Founders' Fund V, L.P. Series D Redeemable Convertible Preferred Stock Common Stock 1470577 I By Polaris Venture Partners V, L.P. Series D Redeemable Convertible Preferred Stock Common Stock 28661 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. Series D Redeemable Convertible Preferred Stock Common Stock 10074 I By Polaris Venture Partners Founders' Fund V, L.P. Series D Redeemable Convertible Preferred Stock Common Stock 14706 I By Polaris Venture Partners Special Founders' Fund V, L.P. Series E Redeemable Convertible Preferred Stock Common Stock 862318 I By Polaris Venture Partners V, L.P. Series E Redeemable Convertible Preferred Stock Common Stock 16806 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. Series E Redeemable Convertible Preferred Stock Common Stock 5906 I By Polaris Venture Partners Founders' Fund V, L.P. Series E Redeemable Convertible Preferred Stock Common Stock 8623 I By Polaris Venture Partners Special Founders' Fund V, L.P. The aggregate number of shares of the Issuer's Preferred Stock held by the Reporting Person converts into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares convert into Common Stock on a 1-for-7.95413 basis. The aggregate number of shares of the Issuer's Preferred Stock held by the Reporting Person converts into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares convert into Common Stock on a 1-for-9.6814 basis. These shares are owned directly by Polaris Venture Partners V, L.P. ("Polaris V"), whose sole general partner is Polaris Venture Management Co. V, LLC ("Polaris Management"). Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of Polaris Management. Amir Nashat ("Nashat"), who is a member of the Issuer's Board of Directors, is a member of Polaris Management. Each of Flint, McGuire and Nashat, in their respective capacities with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of Polaris V, Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Polaris Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Polaris Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Polaris Special Founders' V", and together with Polaris V, Polaris Entrepreneurs' V and Polaris Founders' V, the "Polaris V Funds"). (Continued from Footnote 3) Each of Flint, McGuire, Nashat and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. These shares are owned directly by Polaris Entrepreneurs' V, whose sole general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management. Nashat, who is a member of the Issuer's Board of Directors, is a member of Polaris Management. Each of Flint, McGuire and Nashat, in their respective capacities with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. Each of Flint, McGuire, Nashat and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. These shares are owned directly by Polaris Founders' V, whose sole general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management. Nashat, who is a member of the Issuer's Board of Directors, is a member of Polaris Management. Each of Flint, McGuire and Nashat, in their respective capacities with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. Each of Flint, McGuire, Nashat and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. These shares are owned directly by Polaris Special Founders' V, whose sole general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management. Nashat, who is a member of the Issuer's Board of Directors, is a member of Polaris Management. Each of Flint, McGuire and Nashat, in their respective capacities with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. Each of Flint, McGuire, Nashat and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. Exhibit 24.1 Power of Attorney John Gannon has signed this Form 3 as the Attorney-In-Fact for each of the Reporting Persons. Note that copies of the applicable Power of Attorney is already on file with the appropriate agencies. /s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C. 2015-05-06 /s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., the general partner of Polaris Venture Partners V, L.P. 2015-05-06 /s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., the general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P. 2015-05-06 /s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., the general partner of Polaris Venture Partners Founders' Fund V, L.P. 2015-05-06 /s/ John Gannon, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., the general partner of Polaris Venture Partners Special Founders' Fund V, L.P. 2015-05-06