0001181431-13-050440.txt : 20130924 0001181431-13-050440.hdr.sgml : 20130924 20130924191315 ACCESSION NUMBER: 0001181431-13-050440 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20130924 FILED AS OF DATE: 20130924 DATE AS OF CHANGE: 20130924 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ophthotech Corp. CENTRAL INDEX KEY: 0001410939 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 VAUGHN DRIVE STREET 2: SUITE 106 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-945-6050 MAIL ADDRESS: STREET 1: 5 VAUGHN DRIVE STREET 2: SUITE 106 CITY: PRINCETON STATE: NJ ZIP: 08540 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SV Life Sciences Fund IV (GP), L.P. CENTRAL INDEX KEY: 0001422340 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131113155 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 201 WASHINGTON STREET, SUITE 3900 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-367-8100 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 201 WASHINGTON STREET, SUITE 3900 CITY: BOSTON STATE: MA ZIP: 02108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L. P. CENTRAL INDEX KEY: 0001392309 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131113156 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 201 WASHINGTON STREET, SUITE 3900 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-367-8100 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 201 WASHINGTON STREET, SUITE 3900 CITY: BOSTON STATE: MA ZIP: 02108 FORMER NAME: FORMER CONFORMED NAME: SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS L P DATE OF NAME CHANGE: 20070307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SV LIFE SCIENCES FUND IV, L.P. CENTRAL INDEX KEY: 0001367381 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131113157 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 201 WASHINGTON STREET, SUITE 3900 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-367-8100 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 201 WASHINGTON STREET, SUITE 3900 CITY: BOSTON STATE: MA ZIP: 02108 FORMER NAME: FORMER CONFORMED NAME: SV LIFE SCIENCES FUND IV LP DATE OF NAME CHANGE: 20060623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVLSF IV, LLC CENTRAL INDEX KEY: 0001422339 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131113158 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 201 WASHINGTON STREET, SUITE 3900 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-367-8100 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 201 WASHINGTON STREET, SUITE 3900 CITY: BOSTON STATE: MA ZIP: 02108 3 1 rrd391182.xml SV LIFE SCIENCES FORM 3 (4 ENTITIES) X0206 3 2013-09-24 0 0001410939 Ophthotech Corp. OPHT 0001422339 SVLSF IV, LLC ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 BOSTON MA 02108 0 0 1 0 0001367381 SV LIFE SCIENCES FUND IV, L.P. ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 BOSTON MA 02108 0 0 1 0 0001392309 SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L. P. ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 BOSTON MA 02108 0 0 1 0 0001422340 SV Life Sciences Fund IV (GP), L.P. ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 BOSTON MA 02108 0 0 1 0 Series A Preferred Stock Common Stock 3559398 D Warrant to Purchase Shares (Series A Preferred Stock) 0.059 2007-06-18 2017-06-18 Common Stock 11536 D Series B Preferred Stock Common Stock 1036944 D Series C Preferred Stock Common Stock 337161 D Series A Preferred Stock Common Stock 101054 D Warrant to Purchase Shares (Series A Preferred Stock) 0.059 2007-06-18 2017-06-18 Common Stock 327 D Series B Preferred Stock Common Stock 29439 D Series C Preferred Stock Common Stock 9572 D Series A Preferred Stock Common Stock 3660452 I See footnote Warrant to Purchase Shares (Series A Preferred Stock) 0.059 2007-06-18 2017-06-18 Common Stock 11863 I See footnote Series B Preferred Stock Common Stock 1066383 I See footnote Series C Preferred Stock Common Stock 346733 I See footnote Series A Preferred Stock Common Stock 3660452 I See footnote Warrant to Purchase Shares (Series A Preferred Stock) 0.059 2007-06-18 2017-06-18 Common Stock 11863 I See footnote Series B Preferred Stock Common Stock 1066383 I See footnote Series C Preferred Stock Common Stock 346733 I See footnote SV Life Sciences Fund IV, L.P. ("SVLS IV LP") directly holds shares of Series A Preferred Stock currently convertible into 3,559,398 shares of Common Stock. Shares of Series A Preferred Stock accrue stock dividends payable in additional shares of Series A Preferred Stock at a rate of 4% per annum from December 11, 2009. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series A Preferred Stock that are currently convertible into 541,418 shares of Common Stock. Shares of Series A Preferred Stock, including shares of Series A Preferred Stock issued as accrued stock dividends [continued on FN9] SVLS IV LP directly holds a Warrant to Purchase Shares of issuer dated June 18, 2007 for 68,068 Shares (as defined therein). The warrant is currently exercisable for the purchase of shares of Series A Preferred Stock which are currently convertible into 11,536 shares of Common Stock (13,289 shares of Common Stock inclusive of all Series A Preferred Stock accrued stock dividends, payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, as described further in FN1 and FN9 herein). SVLS IV LP directly holds shares of Series B Preferred Stock currently convertible into 1,036,944 shares of Common Stock. Shares of Series B Preferred Stock accrue stock dividends payable in additional shares of Series B Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series B Preferred Stock that are currently convertible into 132,444 shares of Common Stock. Shares of Series B Preferred Stock, including shares of Series B Preferred Stock issued as accrued stock dividends [continued on FN9] SVLS IV LP directly holds shares of Series C Preferred Stock currently convertible into 337,161 shares of Common Stock. Shares of Series C Preferred Stock accrue stock dividends payable in additional shares of Series C Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series C Preferred Stock that are currently convertible into 2,931 shares of Common Stock. Shares of Series C Preferred Stock, including shares of Series C Preferred Stock issued as accrued stock dividends [continued on FN9] SV Life Sciences Fund IV Strategic Partners, L.P. ("Strategic Partners") directly holds shares of Series A Preferred Stock currently convertible into 101,054 shares of Common Stock. Shares of Series A Preferred Stock accrue stock dividends payable in additional shares of Series A Preferred Stock at a rate of 4% per annum from December 11, 2009. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series A Preferred Stock that are currently convertible into 15,371 shares of Common Stock. Shares of Series A Preferred Stock, including shares of Series A Preferred Stock issued as accrued stock dividends [continued on FN9] Strategic Partners directly holds a Warrant to Purchase Shares of issuer dated June 18, 2007 for 1,932 Shares (as defined therein). The warrant is currently exercisable for the purchase of shares of Series A Preferred Stock which are currently convertible into 327 shares of Common Stock (377 shares of Common Stock inclusive of all Series A Preferred Stock accrued stock dividends, payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, as described further in FN1 and FN9 herein). Strategic Partners directly holds shares of Series B Preferred Stock currently convertible into 29,439 shares of Common Stock. Shares of Series B Preferred Stock accrue stock dividends payable in additional shares of Series B Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series B Preferred Stock that are currently convertible into 3,760 shares of Common Stock. Shares of Series B Preferred Stock, including shares of Series B Preferred Stock issued as accrued stock dividends [continued on FN9] Strategic Partners directly holds shares of Series C Preferred Stock currently convertible into 9,572 shares of Common Stock. Shares of Series C Preferred Stock accrue stock dividends payable in additional shares of Series C Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series C Preferred Stock that are currently convertible into 83 shares of Common Stock. Shares of Series C Preferred Stock, including shares of Series C Preferred Stock issued as accrued stock dividends [continued on FN9] , are immediately convertible into shares of Common Stock upon issuance, will be automatically converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and have no expiration date. The above Common Stock share equivalent numbers are rounded down to the nearest whole share number. Pursuant to the issuer's fourth amended and restated certificate of incorporation, as amended, all shares of the issuer's preferred stock will be aggregated across series for purposes of conversion to Common Stock, resulting in additional whole shares being issued as a result of the aggregation of fractional shares across series. These shares are owned directly by SVLS IV LP and Strategic Partners. SV Life Sciences Fund IV (GP), L.P. ("SVLS IV GP"), the general partner of SVLS IV LP and Strategic Partners, may be deemed to share voting and dispositive power over the shares held by SVLS IV LP and Strategic Partners. SVLS IV GP disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein. These shares are owned directly by SVLS IV LP and Strategic Partners. SVLSF IV, LLC, the general partner of SVLS IV GP, may be deemed to share voting and dispositive power over the shares held by SVLS IV LP and Strategic Partners. SVLSF IV, LLC disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein. SVLS IV LP and Strategic Partners (each a "Fund", or collectively the "Funds") may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any other Fund except to the extent of any pecuniary interest therein. /s/ Thomas B. Rosedale (Pursuant to Power of Attorney) 2013-09-24 /s/ Thomas B. Rosedale (pursuant to power of attorney) 2013-09-24 /s/ Thomas B. Rosedale (pursuant to power of attorney) 2013-09-24 /s/ Thomas B. Rosedale (pursuant to power of attorney) 2013-09-24 EX-24.1 2 rrd351950_398552.htm SVLSF IV, LLC LIMITED POWER OF ATTORNEY rrd351950_398552.html 
LIMITED POWER OF ATTORNEY

OF

SVLSF IV, LLC



	This statement confirms that the undersigned has authorized and designated each
of Suzanne Hamel and Thomas B. Rosedale his attorneys-in-fact to (i) prepare, execute
and file on behalf of the undersigned Form ID or any other necessary documents or forms
in order to obtain access codes (including, without limitation, CIK and CCC codes) for
the undersigned to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of a public
reporting company or by virtue of the undersigned holding board of director or executive
officer positions with a public reporting company.  The authority of such attorneys under
this Power of Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission, unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are not assuming
any of the undersigned's responsibilities to comply with the requirements of Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the undersigned's liabilities
for failure to comply with such requirements.



       					SVLSF IV, LLC


Date: August 22, 2013	 		  _/s/ Denise W. Marks_________________
						  Name: Denise W. Marks
						  Title: Member
EX-24.2 3 rrd351950_398553.htm SV LIFE SCIENCES FUND IV, L.P. LIMITED POWER OF ATTORNEY rrd351950_398553.html 
LIMITED POWER OF ATTORNEY

OF

SV LIFE SCIENCES FUND IV, L.P.



	This statement confirms that the undersigned has authorized and designated each
of Suzanne Hamel and Thomas B. Rosedale his attorneys-in-fact to (i) prepare, execute
and file on behalf of the undersigned Form ID or any other necessary documents or forms
in order to obtain access codes (including, without limitation, CIK and CCC codes) for
the undersigned to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of a public
reporting company or by virtue of the undersigned holding board of director or executive
officer positions with a public reporting company.  The authority of such attorneys under
this Power of Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission, unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are not assuming
any of the undersigned's responsibilities to comply with the requirements of Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the undersigned's liabilities
for failure to comply with such requirements.



					SV LIFE SCIENCES FUND IV, L.P.

					By: SV Life Sciences Fund IV (GP), L.P.,
					its Sole General Partner
					By: SVLSF IV, LLC, its sole General
					Partner



Date: August 22, 2013	 		  _/s/ Denise W. Marks_________________
						  Name: Denise W. Marks
						  Title: Member
EX-24.3 4 rrd351950_398554.htm SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L.P. LIMITED POWER OF ATTORNEY rrd351950_398554.html 
LIMITED POWER OF ATTORNEY

OF

SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L.P.



	This statement confirms that the undersigned has authorized and designated each
of Suzanne Hamel and Thomas B. Rosedale his attorneys-in-fact to (i) prepare, execute
and file on behalf of the undersigned Form ID or any other necessary documents or forms
in order to obtain access codes (including, without limitation, CIK and CCC codes) for
the undersigned to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of a public
reporting company or by virtue of the undersigned holding board of director or executive
officer positions with a public reporting company.  The authority of such attorneys under
this Power of Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission, unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are not assuming
any of the undersigned's responsibilities to comply with the requirements of Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the undersigned's liabilities
for failure to comply with such requirements.



					SV LIFE SCIENCES FUND IV
					STRATEGIC PARTNERS, L.P.

					By: SV Life Sciences Fund IV (GP), L.P.,
					its Sole General Partner
					By: SVLSF IV, LLC, its sole General
					Partner


Date: August 22, 2013	 		  _/s/ Denise W. Marks_________________
						  Name: Denise W. Marks
						  Title: Member
EX-24.4 5 rrd351950_398555.htm SV LIFE SCIENCES FUND IV (GP), L.P. LIMITED POWER OF ATTORNEY rrd351950_398555.html 
LIMITED POWER OF ATTORNEY

OF

SV LIFE SCIENCES FUND IV (GP), L.P.



	This statement confirms that the undersigned has authorized and designated each
of Suzanne Hamel and Thomas B. Rosedale his attorneys-in-fact to (i) prepare, execute
and file on behalf of the undersigned Form ID or any other necessary documents or forms
in order to obtain access codes (including, without limitation, CIK and CCC codes) for
the undersigned to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of a public
reporting company or by virtue of the undersigned holding board of director or executive
officer positions with a public reporting company.  The authority of such attorneys under
this Power of Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission, unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are not assuming
any of the undersigned's responsibilities to comply with the requirements of Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the undersigned's liabilities
for failure to comply with such requirements.



 					SV LIFE SCIENCES FUND IV (GP), L.P.

					By: SVLSF IV, LLC, its sole General
					Partner


Date: August 22, 2013	 		  _/s/ Denise W. Marks_________________
						  Name: Denise W. Marks
						  Title: Member