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