0001209191-13-045531.txt : 20130924 0001209191-13-045531.hdr.sgml : 20130924 20130924191240 ACCESSION NUMBER: 0001209191-13-045531 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 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: Novo A/S CENTRAL INDEX KEY: 0001388325 STATE OF INCORPORATION: G7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 131113151 BUSINESS ADDRESS: STREET 1: KROGSHOJVEJ 41 CITY: BAGSVAERD STATE: G7 ZIP: DK-2880 BUSINESS PHONE: 45 8824 8824 MAIL ADDRESS: STREET 1: KROGSHOJVEJ 41 CITY: BAGSVAERD STATE: G7 ZIP: DK-2880 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2013-09-24 0 0001410939 Ophthotech Corp. OPHT 0001388325 Novo A/S TUBORG HAVNEVEJ 19 HELLERUP G7 2900 DENMARK 0 0 1 1 SEE REMARKS SERIES A PREFERRED STOCK COMMON STOCK 14374443 D SERIES B PREFERRED STOCK COMMON STOCK 5208334 D SERIES C PREFERRED STOCK COMMON STOCK 15438009 D SERIES A PREFERRED STOCK WARRANT (RIGHT TO BUY) 2017-06-18 SERIES A PREFERRED STOCK 70000 D Series A, B and C Preferred Stock (collectively, the "Preferred Stock") has no expiration date and is convertible into shares of the Issuer's Common Stock on a one-for-5.9000 basis upon the closing of the Issuer's initial public offering (the "IPO Closing"). Does not give effect to the one-for-5.9000 reverse stock split that will occur upon the IPO Closing. Excludes 370,591 shares of Common Stock issuable upon conversion for dividends that accrued on each series of Preferred Stock prior to conversion. Excludes 112,752 shares of Common Stock issuable upon conversion for dividends that accrued on each series of Preferred Stock prior to conversion. Excludes 22,748 shares of Common Stock issuable upon conversion for dividends that accrued on each series of Preferred Stock prior to conversion. Does not give effect to the one-for-5.9000 reverse stock split with respect to the shares underlying the warrant that will occur upon the IPO Closing and excludes shares of Common Stock issuable upon exercise for dividends that accrued prior to exercise. The warrant was originally issued at an exercise price of $0.01 per share. Upon the IPO Closing, the warrant will become exercisable for shares of the Issuer's Common Stock at an exercise price of $0.059 per share, after giving effect to the one-for-5.9000 reverse stock split that will occur upon the IPO Closing and an adjustment to account for additional shares issuable as accrued stock dividends. Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), currently is comprised of Sten Scheibye, Goran Ando, Jorgen Boe, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares. /s/ Thorkil Kastberg Christensen, Chief Financial Officer of Novo A/S 2013-09-24