0001179110-13-006686.txt : 20130411
0001179110-13-006686.hdr.sgml : 20130411
20130411152236
ACCESSION NUMBER: 0001179110-13-006686
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20130411
FILED AS OF DATE: 20130411
DATE AS OF CHANGE: 20130411
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Omthera Pharmaceuticals, Inc.
CENTRAL INDEX KEY: 0001477598
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 263797738
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 707 STATE ROAD
CITY: NEW JERSEY
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 908-741-4323
MAIL ADDRESS:
STREET 1: 707 STATE ROAD
CITY: NEW JERSEY
STATE: NJ
ZIP: 08540
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SOFINNOVA CAPITAL VI FCPR
CENTRAL INDEX KEY: 0001441261
STATE OF INCORPORATION: XX
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35869
FILM NUMBER: 13756135
BUSINESS ADDRESS:
STREET 1: C/O SOFINNOVA PARTNERS
STREET 2: 17 RUE DE SURENE
CITY: PARIS
STATE: XX
ZIP: 75008
BUSINESS PHONE: 33 1 53 054100
MAIL ADDRESS:
STREET 1: C/O SOFINNOVA PARTNERS
STREET 2: 17 RUE DE SURENE
CITY: PARIS
STATE: XX
ZIP: 75008
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sofinnova Partners SAS
CENTRAL INDEX KEY: 0001574139
STATE OF INCORPORATION: I0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35869
FILM NUMBER: 13756136
BUSINESS ADDRESS:
STREET 1: 17 RUE DE SERENE
CITY: PARIS
STATE: I0
ZIP: 75008
BUSINESS PHONE: 33 1 53 05 41 13
MAIL ADDRESS:
STREET 1: 17 RUE DE SERENE
CITY: PARIS
STATE: I0
ZIP: 75008
3
1
edgar.xml
FORM 3 -
X0206
3
2013-04-11
0
0001477598
Omthera Pharmaceuticals, Inc.
OMTH
0001441261
SOFINNOVA CAPITAL VI FCPR
17, RUE DE SERENE
PARIS
I0
75008
FRANCE
0
0
1
0
0001574139
Sofinnova Partners SAS
17, RUE DE SERENE
PARIS
I0
75008
FRANCE
0
0
1
0
Series A Convertible Preferred Stock
Common Stock
3117609
D
Series B Convertible Preferred Stock
Common Stock
2627435
D
The Series A Convertible Preferred Shares (the "Series A Shares") were issued in three tranches on November 13, 2009, February 10, 2010 and July 14, 2010. The Series A Shares are convertible, in accordance with the Issuer's Amended and Restated Certificate of Incorporation, at any time after the issuance of such share, at the holder's election.
The Series B Convertible Preferred Shares (the "Series B Shares" and collectively with the Series A Shares, the "Preferred Shares") were issued in four tranches on February 28, 2011, December 22, 2011, April 3, 2012 and July 14, 2012. The Series B Shares are convertible, in accordance with the Issuer's Amended and Restated Certificate of Incorporation, at any time after the issuance of such share, at the holder's election.
The Preferred Shares will convert automatically into Common Stock, without the payment of additional consideration, upon the closing of the Issuer's initial public offering and do not have an expiration date. The Preferred Shares will convert on a 1.3953-for-1 basis into the number of shares of Common Stock as shown in column 3.
Sofinnova Partners SAS is the managing company of Sofinnova Capital VI FCPR and disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any.
/s/Christian S. Schade, Attorney-in-Fact
2013-04-11
/s/Christian S. Schade, Attorney-in-Fact
2013-04-11
EX-24
2
ex-24sofinnovacapitalivfcpr.txt
POWER OF ATTORNEY
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Gerald L. Wisler and
Christian S. Schade, and each of them individually, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:
(1) Complete and execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or ten percent (10%)
shareholder of Omthera Pharmaceuticals, Inc., a Delaware corporation (the
"Company") any and all instruments, certificates and documents required to be
executed on behalf of the undersigned as an individual or on behalf of the
undersigned's company or partnership, as the case may be, pursuant to Section
13 and Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or the rules and regulations thereunder;
(2) Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such instruments, certificates or documents required to be filed pursuant to
Sections 13 and 16 of the Exchange Act or the rules or regulations thereunder
and timely file such forms with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by any such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act which is
necessary, proper or desirable to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that any such
attorney-in-fact, or any such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted.
The undersigned acknowledges that each of the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 13 or Section 16 of the Exchange Act
or the rules or regulations thereunder. The undersigned hereby agrees to
indemnify each attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to such attorney-in fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any instruments, certificates and
documents pursuant to Section 13 and 16 of the Exchange Act or the rules or
regulations thereunder with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of April 10, 2013.
SOFINNOVA CAPITAL VI FCPR
By: Sofinnova Partners SAS
By: /s/Antoine Papiernik
-----------------------
Name: Antoine Papiernik
Title: Managing Partner
EX-24
3
ex-24sofinnovapartners.txt
POWER OF ATTORNEY
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Gerald L. Wisler and
Christian S. Schade, and each of them individually, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:
(1) Complete and execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or ten percent (10%)
shareholder of Omthera Pharmaceuticals, Inc., a Delaware corporation (the
"Company") any and all instruments, certificates and documents required to be
executed on behalf of the undersigned as an individual or on behalf of the
undersigned's company or partnership, as the case may be, pursuant to Section
13 and Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or the rules and regulations thereunder;
(2) Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such instruments, certificates or documents required to be filed pursuant to
Sections 13 and 16 of the Exchange Act or the rules or regulations thereunder
and timely file such forms with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by any such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act which is
necessary, proper or desirable to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that any such
attorney-in-fact, or any such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted.
The undersigned acknowledges that each of the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 13 or Section 16 of the Exchange Act
or the rules or regulations thereunder. The undersigned hereby agrees to
indemnify each attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to such attorney-in fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any instruments, certificates and
documents pursuant to Section 13 and 16 of the Exchange Act or the rules or
regulations thereunder with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of April 10, 2013.
SOFINNOVA PARTNERS SAS
By: /s/Antoine Papiernik
-----------------------
Name: Antoine Papiernik
Title: Managing Partner