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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Trius Therapeutics Inc [ TRSX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/06/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 08/06/2010 | C(1) | 1,055,581(3) | A | (1) | 1,055,581(3) | I | Shares are held directly by KPCB Pandemic and Bio Defense Fund, LLC(3) | ||
Common Stock | 08/06/2010 | C(1) | 6,279(3) | A | (1) | 1,061,860(3) | I | Shares are held directly by KPCB PBD Founders Fund, LLC(3) | ||
Common Stock | 08/06/2010 | C(2) | 498,394(3) | A | (2) | 1,560,254(3) | I | Shares are held directly by KPCB Pandemic and Bio Defense Fund, LLC(3) | ||
Common Stock | 08/06/2010 | C(2) | 2,965(3) | A | (2) | 1,563,219(3) | I | Shares are held directly by KPCB PBD Founders Fund, LLC(3) | ||
Common Stock | 08/06/2010 | P | 823,906(3) | A | $5 | 2,387,125(3) | I | Shares are held directly by KPCB Pandemic and Bio Defense Fund, LLC(3) | ||
Common Stock | 08/06/2010 | P | 4,901(3) | A | $5 | 2,392,026(3) | I | Shares are held directly by KPCB PBD Founders Fund, LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 B Preferred Stock | (1) | 08/06/2010 | C | 9,078,000 | (1) | (1) | Common Stock | 1,055,581 | $0.00 | 0 | I | Shares held directly by KPCB Pandemic and Bio Defense Fund, LLC(3) | |||
Series B Preferred Stock | (1) | 08/06/2010 | C | 54,000 | (1) | (1) | Common Stock | 6,279 | $0.00 | 0 | I | Shares held directly by KPCB PBD Founders Fund, LLC(3) | |||
8% Convertible Promissory Note | (2) | 08/06/2010 | C | 498,394 | (2) | (2) | Common Stock | 498,394 | $0.00 | 0 | I | Shares held directly by KPCB Pandemic and Bio Defense Fund, LLC(3) | |||
8% Convertible Promissory Note | (2) | 08/06/2010 | C | 2,965 | (2) | (2) | Common Stock | 2,965 | $0.00 | 0 | I | Shares held directly by KPCB PBD Founders Fund, LLC(3) |
Explanation of Responses: |
1. Series B Preferred Stock was converted into shares of the Issuers Common Stock upon the consummation on the Issuer's initial Public Offering on an 8.6 for 1 basis. |
2. Principal and accrued interest was converted upon the Issuer's initial public offering into shares of Common Stock at a conversion price of 87.5% of the per share price of the Common Stock sold in the Issuer's initial public offering on August 6, 2010, at $5.00 per share. |
3. The Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
/s/ Theodore E. Schlein, Manager of KPCB PBD Associates, LLC, Manager of the Reporting Person | 08/06/2010 | |
** 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. |