0001104659-14-006745.txt : 20140205 0001104659-14-006745.hdr.sgml : 20140205 20140205154629 ACCESSION NUMBER: 0001104659-14-006745 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140205 FILED AS OF DATE: 20140205 DATE AS OF CHANGE: 20140205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Egalet Corp CENTRAL INDEX KEY: 0001586105 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463575334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 LINDENWOOD DRIVE STREET 2: SUITE 225 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 484-875-3095 MAIL ADDRESS: STREET 1: 101 LINDENWOOD DRIVE STREET 2: SUITE 225 CITY: MALVERN STATE: PA ZIP: 19355 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yucca (Jersey) SLP CENTRAL INDEX KEY: 0001591294 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36295 FILM NUMBER: 14576087 BUSINESS ADDRESS: STREET 1: OGIER HOUSE STREET 2: THE ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG BUSINESS PHONE: 44-0-1534-833400 MAIL ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: Y9 JE48YJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INDEX VENTURES LIFE VI (JERSEY) L.P. CENTRAL INDEX KEY: 0001591199 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36295 FILM NUMBER: 14576088 BUSINESS ADDRESS: STREET 1: OGIER HOUSE STREET 2: THE ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG BUSINESS PHONE: 44-1534-504000 MAIL ADDRESS: STREET 1: OGIER HOUSE STREET 2: THE ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. CENTRAL INDEX KEY: 0001503681 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36295 FILM NUMBER: 14576089 BUSINESS ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8YJ BUSINESS PHONE: 441534605643 MAIL ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8YJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Ventures III (Delaware) L.P. CENTRAL INDEX KEY: 0001402023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36295 FILM NUMBER: 14576090 BUSINESS ADDRESS: STREET 1: C/O AEGERION PHARMACEUTICALS, INC. STREET 2: 1140 ROUTE 22 EAST, SUITE 304 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: (908) 704-1300 MAIL ADDRESS: STREET 1: C/O AEGERION PHARMACEUTICALS, INC. STREET 2: 1140 ROUTE 22 EAST, SUITE 304 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Ventures III (Jersey) L.P. CENTRAL INDEX KEY: 0001503686 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36295 FILM NUMBER: 14576091 BUSINESS ADDRESS: STREET 1: NO.1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8YJ BUSINESS PHONE: 441534605643 MAIL ADDRESS: STREET 1: NO.1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8YJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Venture Associates III Ltd CENTRAL INDEX KEY: 0001503683 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36295 FILM NUMBER: 14576092 BUSINESS ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE 8YJ BUSINESS PHONE: 441534605643 MAIL ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE 8YJ 3 1 a3.xml 3 X0206 3 2014-02-05 0 0001586105 Egalet Corp EGLT 0001503683 Index Venture Associates III Ltd NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001503686 Index Ventures III (Jersey) L.P. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001402023 Index Ventures III (Delaware) L.P. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001503681 Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001591294 Yucca (Jersey) SLP NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001591199 INDEX VENTURES LIFE VI (JERSEY) L.P. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 Common Stock 89227 I See Footnotes Common Stock 181256 I See Footnotes Common Stock 3229 I See Footnotes Common Stock 2603 I See Footnotes Series A-2 Preferred Stock Common Stock 148950 D Series A-2 Preferred Stock Common Stock 302576 D Series A-2 Preferred Stock Common Stock 5390 D Series A-2 Preferred Stock Common Stock 3685 D Series B Preferred Stock Common Stock 83377 D Series B Preferred Stock Common Stock 169372 D Series B Preferred Stock Common Stock 3017 D Series B Preferred Stock Common Stock 2062 D Series B-1 Preferred Stock Common Stock 44207 D Series B-1 Preferred Stock Common Stock 89800 D Series B-1 Preferred Stock Common Stock 1600 D Series B-1 Preferred Stock Common Stock 1093 D Subordinated Convertible Debt Common Stock 26983 D Subordinated Convertible Debt Common Stock 54812 D Subordinated Convertible Debt Common Stock 976 D Subordinated Convertible Debt Common Stock 668 D Warrants Common Stock 23284 D Warrants Common Stock 47298 D Warrants Common Stock 842 D Warrants Common Stock 3500 D Warrants Common Stock 192076 D Senior Convertible Debt Common Stock D Senior Convertible Debt Common Stock D Senior Convertible Debt Common Stock D Senior Convertible Debt Common Stock D Senior Convertible Debt Common Stock D These securities are owned by Index Ventures III (Jersey), L.P. ("Jersey"). These securities are owned, as indicated, by Jersey, Index Ventures III (Delaware), L.P. ("Delaware"), or Index Ventures Parallel Entrepreneur Fund (Jersey) ("Index PEF"), of which Index Venture Associates III Ltd. ("Index Associates") is the general partner, or Yucca (Jersey) SLP ("Yucca") or Index Ventures Life VI (Jersey) L.P. ("Index VI"), of which Index Associates is an affiliate. Index Associates, Jersey, Delaware, Index PEF, Yucca and Index VI (collectively, the "Index Entities") are members of a "group" for purposes of Section 13(d) of the Exchange Act. This Form 3 is being filed jointly by the Index Entities in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-191579). Each of the Index Entities disclaims beneficial ownership of the securities held of record by any of the other Index Entities, except, in each case, to the extent of their respective proportionate pecuniary interest(s) therein. The reporting person is Egalet A/S, a corporation. Jersey, Delaware, Index PEF and Yucca are 6.90%, 14.03%, 0.25% and 0.20% equityholders of Egalet A/S, respectively. These securities are owned by Delaware. These securities are owned by Index PEF. These securities are owned by Yucca. The preferred stock is convertible into common stock at any time, at the holder's election or at the election of the holders of not less than 60% of the issued and outstanding shares of preferred stock, and is automatically convertible into common stock immediately prior to the consummation of the Issuer's initial public offering, in each case, on a 1-for-1 basis. The subordinated convertible debt (the "Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into Series B preferred stock at euro 4.4326 per share (a "Sale Conversion"), (footnote continued below) (continued from footnote 8 above) (iii) in the event of an equity financing which is not a qualified initial public offering but in which the Issuer receives at least euro 8,000,000 in proceeds for the issuance of common stock or securities convertible into common stock, into shares of the same class issued in such financing at 50% of the per share price in such financing, and (iv) if none of the foregoing have occurred prior to April 26, 2014, on or after such date, at the option of the lenders, into Series B preferred stock at euro 4.4326 per share (a "Maturity Conversion"). The principal amount of the Debt held by each of Jersey, Delaware, Index PEF and Yucca is $161,691, $328,458, $5,851 and $4,000, respectively (the "Loan Amounts"). Based on the exchange rate as of February 4, 2014, the Loan Amounts held by Jersey, Delaware, Index PEF and Yucca are convertible upon a Sale Conversion or Maturity Conversion into 26,983, 54,812, 976, and 668 shares of Series B preferred stock, respectively. Series B preferred stock is convertible into common stock of the Issuer as described in footnote 7 above. The warrants will be automatically exercised immediately prior to the consummation of the Issuer's initial public offering on a 1-for-1 basis, provided that Jersey, Delaware, Index PEF, Yucca or Index VI, as applicable, purchases a specified minimum amount of common stock in such offering. These securities are owned by Index VI. The senior convertible debt (the "Senior Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering, (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into the number of shares of common stock obtained by dividing the number of fully diluted shares of the Issuer by the difference between 1 and the quotient of the aggregate amount of principal and interest on the loan divided by 50% of the sale consideration, and then subtracting the number of fully diluted shares of the Issuer from the result, and (footnote continued below) (continued from footnote 13 above) (iii) in the event of a financing which is not a qualified initial public offering but in which the Issuer receives at least $5,000,000 in proceeds, into a new class of stock to be created by the Issuer at a price to be agreed upon by the holders of the Senior Debt. The principal amount of the Senior Debt held by each of Jersey, Delaware, Index PEF, Yucca and Index VI is $388,058, $788,299, $14,042, $58,351 and $3,201,250, respectively. /s/ Stan Musial By: Stan Musial, Attorney in fact for Index Venture Associates III Ltd. 2014-02-05 /s/ Stan Musial By: Stan Musial, Attorney in fact for Index Ventures III (Jersey), L.P. 2014-02-05 /s/ Stan Musial By: Stan Musial, Attorney in fact for Index Ventures III (Delaware), L.P. 2014-02-05 /s/ Stan Musial By: Stan Musial, Attorney in fact for Index Ventures Parallel Entrepreneur Fund (Jersey) 2014-02-05 /s/ Stan Musial By: Stan Musial, Attorney in fact for Yucca (Jersey) SLP 2014-02-05 /s/ Stan Musial By: Stan Musial, Attorney in fact for Index Ventures Life VI (Jersey) L.P. 2014-02-05