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