0001181431-13-052069.txt : 20131002 0001181431-13-052069.hdr.sgml : 20131002 20131002170752 ACCESSION NUMBER: 0001181431-13-052069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130930 FILED AS OF DATE: 20131002 DATE AS OF CHANGE: 20131002 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131131109 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131131110 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131131111 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131131112 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 4 1 rrd391526.xml FORM 4 FOR SV ENTITIES RE OPHTHOTECH IPO CLOSING X0306 4 2013-09-30 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 Common Stock 2013-09-30 4 C 0 5783244 A 5783244 I See footnote Common Stock 2013-09-30 4 C 0 5783244 A 5783244 I See footnote Common Stock 2013-09-30 4 C 0 5623587 A 5623587 D Common Stock 2013-09-30 4 C 0 159657 A 159657 D Series A Preferred Stock 2013-09-30 4 C 0 3559398 D Common Stock 3559398 0 D Warrant to Purchase Shares (Series A Preferred Stock) 0.059 2013-09-30 4 C 0 11536 D 2007-06-18 2017-06-18 Common Stock 11536 0 D Series B Preferred Stock 2013-09-30 4 C 0 1036944 D Common Stock 1036944 0 D Series C Preferred Stock 2013-09-30 4 C 0 337161 D Common Stock 337161 0 D Series A Preferred Stock 2013-09-30 4 C 0 101054 D Common Stock 101054 0 D Warrant to Purchase Shares (Series A Preferred Stock) 0.059 2013-09-30 4 C 0 327 D 2007-06-18 2017-06-18 Common Stock 327 0 D Series B Preferred Stock 2013-09-30 4 C 0 29439 D Common Stock 29439 0 D Series C Preferred Stock 2013-09-30 4 C 0 9572 D Common Stock 9572 0 D Series A Preferred Stock 2013-09-30 4 C 0 3660452 D Common Stock 3660452 0 I See footnote Warrant to Purchase Shares (Series A Preferred Stock) 0.059 2013-09-30 4 C 0 11863 D 2007-06-18 2017-06-18 Common Stock 11863 0 I See footnote Series B Preferred Stock 2013-09-30 4 C 0 1066383 D Common Stock 1066383 0 I See footnote Series C Preferred Stock 2013-09-30 4 C 0 346733 D Common Stock 346733 0 I See footnote Series A Preferred Stock 2013-09-30 4 C 0 3660452 D Common Stock 3660452 0 I See footnote Warrant to Purchase Shares (Series A Preferred Stock) 0.059 2013-09-30 4 C 0 11863 D 2007-06-18 2017-06-18 Common Stock 11863 0 I See footnote Series B Preferred Stock 2013-09-30 4 C 0 1066383 D Common Stock 1066383 0 I See footnote Series C Preferred Stock 2013-09-30 4 C 0 346733 D Common Stock 346733 0 I See footnote These shares are owned directly by SV Life Sciences Fund IV, L.P. ("SVLS IV LP") and SV Life Sciences Fund IV Strategic Partners, L.P. ("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. These shares are held directly by SVLS IV LP. These shares are held directly by Strategic Partners. SVLS IV LP and Strategic Partners (each a "Fund", or collectively the "Funds") may be deemed to beneficially own the shares and warrants held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares and warrants held by any other Fund except to the extent of any pecuniary interest therein. On September 30, 2013, 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, all Series A Preferred Stock held by SVLS IV LP converted into 3,559,398 shares of Common Stock and accrued stock dividends thereon were issued and converted into 541,418 shares of Common Stock. On September 30, 2013, 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 SVLS IV LP Warrant to Purchase Shares of issuer dated June 18, 2007 for 68,068 Shares (as defined therein) was exercised in full and converted into 11,536 shares of Common Stock, and accrued stock dividends thereon were issued and converted into 1,753 shares of Common Stock. On September 30, 2013, 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, all Series B Preferred Stock held by SVLS IV LP converted into 1,036,944 shares of Common Stock and accrued stock dividends thereon were issued and converted into 132,444 shares of Common Stock. On September 30, 2013, 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, all Series C Preferred Stock held by SVLS IV LP converted into 337,161 shares of Common Stock and accrued stock dividends thereon were issued and converted into 2,931 shares of Common Stock. On September 30, 2013, 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, all Series A Preferred Stock held by Strategic Partners converted into 101,054 shares of Common Stock and accrued stock dividends thereon were issued and converted into 15,371 shares of Common Stock. On September 30, 2013, 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 Strategic Partners Warrant to Purchase Shares of issuer dated June 18, 2007 for 1,932 Shares (as defined therein) was exercised in full and converted into 327 shares of Common Stock, and accrued stock dividends thereon were issued and converted into 50 shares of Common Stock. On September 30, 2013, 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, all Series B Preferred Stock held by Strategic Partners converted into 29,439 shares of Common Stock and accrued stock dividends thereon were issued and converted into 3,760 shares of Common Stock. On September 30, 2013, 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, all Series C Preferred Stock held by Strategic Partners converted into 9,572 shares of Common Stock and accrued stock dividends thereon were issued and converted into 83 shares of Common Stock. Common Stock share equivalent numbers on this line 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 were 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. The Series A Preferred Stock was convertible at any time and had no expiration date. The Series B Preferred Stock was convertible at any time and had no expiration date. The Series C Preferred Stock was convertible at any time and had no expiration date. /s/ Thomas B. Rosedale (pursuant to power of attorney) 2013-10-01 /s/ Thomas B. Rosedale (pursuant to power of attorney) 2013-10-01 /s/ Thomas B. Rosedale (pursuant to power of attorney) 2013-10-01 /s/ Thomas B. Rosedale (pursuant to power of attorney) 2013-10-01