SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Index Venture Associates III Ltd

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Egalet Corp [ EGLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2014		C		148,950⁽³⁾	A	⁽⁸⁾	148,950⁽³⁾	D⁽¹⁾⁽³⁾
Common Stock	02/11/2014		C		83,377⁽³⁾	A	⁽⁹⁾	232,327⁽³⁾	D⁽¹⁾⁽³⁾
Common Stock	02/11/2014		C		44,207⁽³⁾	A	⁽¹⁰⁾	276,534⁽³⁾	D⁽¹⁾⁽³⁾
Common Stock	02/11/2014		X		23,284⁽³⁾	A	$0.001	299,818⁽³⁾	D⁽¹⁾⁽³⁾
Common Stock	02/11/2014		C		28,242⁽³⁾	A	$6	328,060⁽³⁾	D⁽¹⁾⁽³⁾
Common Stock	02/11/2014		C		66,450⁽³⁾	A	$6	394,510⁽³⁾	D⁽¹⁾⁽³⁾
Common Stock								89,227⁽³⁾	I	By Egalet A/S⁽²⁾
Common Stock	02/11/2014		C		302,576⁽⁴⁾	A	⁽⁸⁾	302,576⁽⁴⁾	D⁽¹⁾⁽⁴⁾
Common Stock	02/11/2014		C		169,372⁽⁴⁾	A	⁽⁹⁾	471,948⁽⁴⁾	D⁽¹⁾⁽⁴⁾
Common Stock	02/11/2014		C		89,800⁽⁴⁾	A	⁽¹⁰⁾	561,748⁽⁴⁾	D⁽¹⁾⁽⁴⁾
Common Stock	02/11/2014		X		47,298⁽⁴⁾	A	$0.001	609,046⁽⁴⁾	D⁽¹⁾⁽⁴⁾
Common Stock	02/11/2014		C		57,370⁽⁴⁾	A	$6	666,416⁽⁴⁾	D⁽¹⁾⁽⁴⁾
Common Stock	02/11/2014		C		134,988⁽⁴⁾	A	$6	801,404⁽⁴⁾	D⁽¹⁾⁽⁴⁾
Common Stock								181,256⁽⁴⁾	I	By Egalet A/S⁽²⁾
Common Stock	02/11/2014		C		5,390⁽⁵⁾	A	⁽⁸⁾	5,390⁽⁵⁾	D⁽¹⁾⁽⁵⁾
Common Stock	02/11/2014		C		3,017⁽⁵⁾	A	⁽⁹⁾	8,407⁽⁵⁾	D⁽¹⁾⁽⁵⁾
Common Stock	02/11/2014		C		1,600⁽⁵⁾	A	⁽¹⁰⁾	10,007⁽⁵⁾	D⁽¹⁾⁽⁵⁾
Common Stock	02/11/2014		X		842⁽⁵⁾	A	$0.001	10,849⁽⁵⁾	D⁽¹⁾⁽⁵⁾
Common Stock	02/11/2014		C		1,021⁽⁵⁾	A	$6	11,870⁽⁵⁾	D⁽¹⁾⁽⁵⁾
Common Stock	02/11/2014		C		2,403⁽⁵⁾	A	$6	14,273⁽⁵⁾	D⁽¹⁾⁽⁵⁾
Common Stock								3,229⁽⁵⁾	I	By Egalet A/S⁽²⁾
Common Stock	02/11/2014		C		3,685⁽⁶⁾	A	⁽⁸⁾	3,685⁽⁶⁾	D⁽¹⁾⁽⁶⁾
Common Stock	02/11/2014		C		2,062⁽⁶⁾	A	⁽⁹⁾	5,747⁽⁶⁾	D⁽¹⁾⁽⁶⁾
Common Stock	02/11/2014		C		1,093⁽⁶⁾	A	⁽¹⁰⁾	6,840⁽⁶⁾	D⁽¹⁾⁽⁶⁾
Common Stock	02/11/2014		X		3,500⁽⁶⁾	A	$0.001	10,340⁽⁶⁾	D⁽¹⁾⁽⁶⁾
Common Stock	02/11/2014		C		698⁽⁶⁾	A	$6	11,038⁽⁶⁾	D⁽¹⁾⁽⁶⁾
Common Stock	02/11/2014		C		9,991⁽⁶⁾	A	$6	21,029⁽⁶⁾	D⁽¹⁾⁽⁶⁾
Common Stock								2,603⁽⁶⁾	I	By Egalet A/S⁽²⁾
Common Stock	02/11/2014		X		192,076⁽⁷⁾	A	$0.001	192,076⁽⁷⁾	D⁽¹⁾⁽⁷⁾
Common Stock	02/11/2014		C		548,186⁽⁷⁾	A	$6	740,262⁽⁷⁾	D⁽¹⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-2 Preferred Stock	⁽⁸⁾	02/11/2014		C			148,950⁽³⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	148,950⁽³⁾⁽⁸⁾	$0	0	D⁽¹⁾⁽³⁾
Series B Preferred Stock	⁽⁹⁾	02/11/2014		C			83,377⁽³⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	83,377⁽³⁾⁽⁹⁾	$0	0	D⁽¹⁾⁽³⁾
Series B-1 Preferred Stock	⁽¹⁰⁾	02/11/2014		C			44,207⁽³⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	44,207⁽³⁾⁽¹⁰⁾	$0	0	D⁽¹⁾⁽³⁾
Warrants	$0.001	02/11/2014		X			23,284⁽³⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	23,284⁽³⁾	$0	0	D⁽¹⁾⁽³⁾
Subordinated Convertible Debt	$6	02/11/2014		C			$169,452⁽³⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	28,242⁽³⁾	$0	0	D⁽¹⁾⁽³⁾
Senior Convertible Debt	$6	02/11/2014		C			$398,711⁽³⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	66,450⁽³⁾	$0	0	D⁽¹⁾⁽³⁾
Series A-2 Preferred Stock	⁽⁸⁾	02/11/2014		C			302,576⁽⁴⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	302,576⁽⁴⁾⁽⁸⁾	$0	0	D⁽¹⁾⁽⁴⁾
Series B Preferred Stock	⁽⁹⁾	02/11/2014		C			169,372⁽⁴⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	169,372⁽⁴⁾⁽⁹⁾	$0	0	D⁽¹⁾⁽⁴⁾
Series B-1 Preferred Stock	⁽¹⁰⁾	02/11/2014		C			89,800⁽⁴⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	89,800⁽⁴⁾	$0	0	D⁽¹⁾⁽⁴⁾
Warrants	$0.001	02/11/2014		X			47,298⁽⁴⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	47,298⁽⁴⁾	$0	0	D⁽¹⁾⁽⁴⁾
Subordinated Convertible Debt	$6	02/11/2014		C			$344,224⁽⁴⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	57,370⁽⁴⁾	$0	0	D⁽¹⁾⁽⁴⁾
Senior Convertible Debt	$6	02/11/2014		C			$809,939⁽⁴⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	134,988⁽⁴⁾	$0	0	D⁽¹⁾⁽⁴⁾
Series A-2 Preferred Stock	⁽⁸⁾	02/11/2014		C			5,390⁽⁵⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	5,390⁽⁵⁾⁽⁸⁾	$0	0	D⁽¹⁾⁽⁵⁾
Series B Preferred Stock	⁽⁹⁾	02/11/2014		C			3,017⁽⁵⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	3,017⁽⁵⁾⁽⁹⁾	$0	0	D⁽¹⁾⁽⁵⁾
Series B-1 Preferred Stock	$10	02/11/2014		C			1,600⁽⁵⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,600⁽⁵⁾⁽¹⁰⁾	$0	0	D⁽¹⁾⁽⁵⁾
Warrants	$0.001	02/11/2014		X			842⁽⁵⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	842⁽⁵⁾	$0	0	D⁽¹⁾⁽⁵⁾
Subordinated Convertible Debt	$6	02/11/2014		C			$6,132⁽⁵⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	1,021⁽⁵⁾	$0	0	D⁽¹⁾⁽⁵⁾
Senior Convertible Debt	$6	02/11/2014		C			$14,427⁽⁵⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	2,403⁽⁵⁾	$0	0	D⁽¹⁾⁽⁵⁾
Series A-2 Preferred Stock	⁽⁸⁾	02/11/2014		C			3,685⁽⁶⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	3,685⁽⁶⁾⁽⁸⁾	$0	0	D⁽¹⁾⁽⁶⁾
Series B Preferred Stock	⁽⁹⁾	02/11/2014		C			2,062⁽⁶⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	2,062⁽⁶⁾⁽⁹⁾	$0	0	D⁽¹⁾⁽⁶⁾
Series B-1 Preferred Stock	⁽¹⁰⁾	02/11/2014		C			1,093⁽⁶⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,093⁽⁶⁾⁽¹⁰⁾	$0	0	D⁽¹⁾⁽⁶⁾
Warrants	$0.001	02/11/2014		X			3,500⁽⁶⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,500⁽⁶⁾	$0	0	D⁽¹⁾⁽⁶⁾
Subordinated Convertible Debt	$6	02/11/2014		C			$4,192⁽⁶⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	698⁽⁶⁾	$0	0	D⁽¹⁾⁽⁶⁾
Senior Convertible Debt	$6	02/11/2014		C			$59,953⁽⁶⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	9,991⁽⁶⁾	$0	0	D⁽¹⁾⁽⁶⁾
Warrants	$0.001	02/11/2014		X			192,076⁽⁷⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	192,076⁽⁷⁾	$0	0	D⁽¹⁾⁽⁷⁾
Senior Convertible Debt	$6	02/11/2014		C			$3,289,131⁽⁷⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	548,186⁽⁷⁾	$0	0	D⁽¹⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Index Venture Associates III Ltd

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Index Ventures III (Jersey) L.P.

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Index Ventures III (Delaware) L.P.

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P.

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Yucca (Jersey) SLP

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

INDEX VENTURES LIFE VI (JERSEY) L.P.

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER

JE4 8YJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are owned, as indicated, by Index Ventures III (Jersey), L.P. ("Jersey"), Index Ventures III (Delaware), L.P. ("Delaware"), or Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. ("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 4 is being filed jointly by the Index Entities in connection with the consummation of Egalet Corporation's initial public offering. 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.

2. 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.

3. These securities are owned by Jersey.

4. These securities are owned by Delaware.

5. These securities are owned by Index PEF.

6. These securities are owned by Yucca

7. These securities are owned by Index VI.

8. The Series A-2 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.

9. The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.

10. The Series B-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.

11. The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to the securityholders' purchase of a specified minimum amount of common stock in such offering.

12. The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.

13. The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.

	By: Stan Musial, Attorney in fact for Index Venture Associates III Ltd.	02/13/2014
	By: Stan Musial, Attorney in fact for Index Ventures III (Jersey), L.P.	02/13/2014
	By: Stan Musial, Attorney in fact for Index Ventures III (Delaware), L.P.	02/13/2014
	By: Stan Musial, Attorney in fact for Index Ventures III Parallel Entrepreneur Fund (Jersey)	02/13/2014
	By: Stan Musial, Attorney in fact for Yucca (Jersey) SLP	02/13/2014
	By: Stan Musial, Attorney in fact for Index Ventures Life VI (Jersey) L.P.	02/13/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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