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