0001171000-15-000002.txt : 20150204 0001171000-15-000002.hdr.sgml : 20150204 20150204194414 ACCESSION NUMBER: 0001171000-15-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150204 FILED AS OF DATE: 20150204 DATE AS OF CHANGE: 20150204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nexvet Biopharma plc CENTRAL INDEX KEY: 0001618561 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: NATL INST FOR BIOPROCESSING RESEARCH STREET 2: FOSTERS AVENUE, MOUNT MERRION CITY: BLACKROCK CO. DUBLIN STATE: L2 ZIP: 00000 BUSINESS PHONE: 353 1 215 8100 MAIL ADDRESS: STREET 1: NATL INST FOR BIOPROCESSING RESEARCH STREET 2: FOSTERS AVENUE, MOUNT MERRION CITY: BLACKROCK CO. DUBLIN STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NEXVET BIOPHARMA Ltd DATE OF NAME CHANGE: 20140903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Farrell Geraldine T CENTRAL INDEX KEY: 0001632385 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36828 FILM NUMBER: 15577113 MAIL ADDRESS: STREET 1: C/O NEXVET BIOPHARMA PLC STREET 2: NATL INST, FOSTERS AVENUE, MOUNT MERRION CITY: BLACKROCK STATE: L2 ZIP: 00000 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2015-02-04 0 0001618561 Nexvet Biopharma plc NVET 0001632385 Farrell Geraldine T C/O NEXVET BIOPHARMA PLC NATL INST, FOSTERS AVENUE, MOUNT MERRION BLACKROCK L2 00000 IRELAND 0 1 0 0 VP, Operations & G.C. Ordinary Shares 6195 I By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C> Ordinary Shares 40 I By Nexvet EBT Limited Series A Investment Preference Shares Ordinary Shares 36 I By Nexvet EBT Limited Series B Preference Shares Ordinary Shares 56 I By Nexvet EBT Limited Series B Preference Shares Ordinary Shares 1696 I By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C> Warrants to Purchase Shares 8.625 2014-06-02 2019-06-02 Ordinary Shares 636 I By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C> Options to Purchase Shares 0.125 2015-07-01 2019-07-01 Ordinary Shares 12900 I By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C> Options to Purchase Shares 0.125 2015-11-05 2023-11-05 Ordinary Shares 12389 I By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C> The reporting person and her spouse share voting and dispositive power with respect to these reported securities. The reporting person has sole voting and dispositive power over the reported securities pursuant to that certain Nominee Deed dated as of 11/14/14 by and between Nexvet EBT Limited and the persons named in the schedule hereto. Such Nominee Deed was executed in connection with the Issuer's November 2014 four-for-five share consolidation. The Series A Investment Preference Shares and Series B Preference Shares will convert immediately upon the effectiveness of the initial public offering of the Issuer's ordinary shares on a one-for-one basis and have no Expiration Date. Options to purchase 2,867 shares will vest and become exercisable on each of 7/1/15 and 7/1/16, and 2,866 will vest and become exercisable on 7/1/17. The remaining 4,300 options to purchase shares will vest and become exercisable upon successful completion of an efficacy trial for any Issuer product, as determined by the Issuer's board of directors which completion must occur on or before 7/1/19. Options to purchase 6,159 shares will vest and become exercisable on 11/5/15, and the remaining 6,194 options to purchase shares will vest and become exercisable on 11/5/16. /s/ Geraldine T. Farrell, By Damian Lismore, Attorney-in-Fact 2015-02-03 EX-24 2 farrelllpoa.txt LIMITED POWER OF ATTORNEY NEXVET BIOPHARMA PLC LIMITED POWER OF ATTORNEY FOR SECTION 16(a) REPORTING KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Damian Lismore and Geraldine Farrell, and each of them, as the undersigned's true and lawful attorney-in-fact (the "Attorney-in-Fact"), with full power of substitution and resubstitution, each with the power to act alone for the undersigned and in the undersigned's name, place and stead, in any and all capacities to: 1. Prepare, execute, deliver and file with the United States Securities and Exchange Commission, any national securities exchange and Nexvet Biopharma plc (the "Company") any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and 2. Seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's equity securities from any third party, including the Company, brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. The undersigned acknowledges that: 1. This Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information; 2. Any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable; 3. Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and 4. This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act. The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Limited Power of Attorney shall be governed and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of January 29, 2015. Signature: /s/ Geraldine T. Farrell