0001104659-13-041506.txt : 20130514 0001104659-13-041506.hdr.sgml : 20130514 20130514172930 ACCESSION NUMBER: 0001104659-13-041506 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130514 FILED AS OF DATE: 20130514 DATE AS OF CHANGE: 20130514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nashat Amir CENTRAL INDEX KEY: 0001575843 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35900 FILM NUMBER: 13842817 MAIL ADDRESS: STREET 1: 10835 ROAD TO THE CURE STREET 2: SUITE 205 CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Receptos, Inc. CENTRAL INDEX KEY: 0001463729 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10835 ROAD TO THE CURE STREET 2: SUITE 205 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 652-5712 MAIL ADDRESS: STREET 1: 10835 ROAD TO THE CURE STREET 2: SUITE 205 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: Receptos, Inc. (f.k.a. Receptor Pharmaceuticals Inc.) DATE OF NAME CHANGE: 20090522 FORMER COMPANY: FORMER CONFORMED NAME: Receptor Pharmaceuticals Inc. DATE OF NAME CHANGE: 20090507 4 1 a4.xml 4 X0306 4 2013-05-14 0 0001463729 Receptos, Inc. RCPT 0001575843 Nashat Amir 10835 ROAD TO THE CURE, SUITE 205 SAN DIEGO CA 92121 1 0 0 0 Common Stock 2013-05-14 4 C 0 1035597 7.73 A 1035597 I See Footnotes Common Stock 2013-05-14 4 P 0 151343 14.00 A 1186940 I See Footnotes Series B Preferred Stock 7.73 2013-05-14 4 C 0 7766989 0 D Common Stock 1035597 0 I See Footnotes Beneficial ownership consists of; (i) 142,764 shares of common stock held by Polaris Venture Partners VI, L.P. ("Polaris Ventures"); (ii) 8,579 shares of common stock held by Polaris Venture Partners Founders' Fund VI, L.P. ("Polaris Fund"); (iii) an aggregate of 976,897 shares of common stock issued upon conversion of shares of Series B preferred stock held by Polaris Ventures; and (iv) an aggregate of 58,700 shares of common stock issued upon conversion of Series B preferred stock held by Polaris Fund. The general partner of Polaris Ventures and Polaris Fund is Polaris Venture Management Co. VI, LLC ("Polaris Management"), and Polaris Management has sole voting and investment power over such shares. Polaris Management disclaims beneficial ownership of all such shares, except to the extent of any pecuniary interest therein. Dr. Nashat is one of six members of Polaris Management. He has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. Dr. Nashat disclaims beneficial ownership over such shares, except to the extent of any pecuniary interest therein. The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power over such shares. The principles of North Star Venture Management 2010 LLC disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein. The Series A Preferred Stock converted upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 7.5 shares of Series A Preferred Stock, for no additional consideration. /s/ Amir Nashat 2013-05-14