0001181431-13-022601.txt : 20130417 0001181431-13-022601.hdr.sgml : 20130417 20130417214143 ACCESSION NUMBER: 0001181431-13-022601 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130416 FILED AS OF DATE: 20130417 DATE AS OF CHANGE: 20130417 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: NEW ENTERPRISE ASSOCIATES 13 LP CENTRAL INDEX KEY: 0001452907 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35869 FILM NUMBER: 13768061 BUSINESS ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-244-0115 MAIL ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA 13 GP, Ltd CENTRAL INDEX KEY: 0001460751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35869 FILM NUMBER: 13768059 BUSINESS ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-244-0115 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA Partners 13, Limited Partnership CENTRAL INDEX KEY: 0001460752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35869 FILM NUMBER: 13768060 BUSINESS ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-244-0115 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 rrd376778.xml X0306 4 2013-04-16 0 0001477598 Omthera Pharmaceuticals, Inc. OMTH 0001452907 NEW ENTERPRISE ASSOCIATES 13 LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001460752 NEA Partners 13, Limited Partnership 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001460751 NEA 13 GP, Ltd 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2013-04-16 4 C 0 156250 .01 A 156250 D Common Stock 2013-04-16 4 S 0 196 8 D 156054 D Common Stock 2013-04-16 4 C 0 633219 8 A 789273 D Common Stock 2013-04-16 4 C 0 4418940 A 5208213 D Common Stock 2013-04-16 4 P 0 625000 8 A 5833213 D Warrant (right to buy) .01 2013-04-16 4 C 0 156250 0 D 2013-04-16 2023-02-15 Common Stock 156250 0 D Secured Convertible Promissory Note 8 2013-04-16 4 C 0 633219 D 2013-04-16 2014-02-15 Common Stock 633219 0 D Series B Preferred Stock 2013-04-16 4 C 0 6165747 D Common Stock 4418940 0 D Effective upon the closing of the Issuer's initial public offering ("IPO") of its Common Stock, New Enterprise Associates 13, L.P.'s ("NEA 13") warrant automatically converted into 156,250 shares of Common Stock of the Issuer. NEA 13 paid the exercise price of $0.01 per share of the warrant on a cashless basis, resulting in the Issuer's withholding of 196 of the warrant shares to pay the exercise price and issuing to NEA 13 the remaining 156,054 shares. The securities are directly held by NEA 13 and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Indirect Reporting Persons have no pecuniary interest. The Secured Convertible Promissory Note was issued to NEA 13 in exchange for $5,000,000. Effective upon the closing of the Issuer's IPO, the outstanding principal and accrued and unpaid interest on the Secured Convertible Promissory Note automatically converted into shares of Common Stock at the Issuer's IPO price per share. This is the maturity date of the Secured Convertible Promissory Note. Effective upon the closing of the Issuer's IPO, each share of Series B Preferred Stock automatically converted, without the payment of additional consideration, at a ratio of 1.3953-1 into the number of shares of Common Stock shown in Column 7. The Series B Preferred Stock had no expiration date. /s/ Louis Citron, attorney-in-fact 2013-04-17