-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TAT37mqfOiv/m8ijPsdG9kZez9sxHqW+D1SWPHMvHEZsjyl0xDzqHBKpzClf4lu2 qnmZ0yPBRHkjv0j4eT/Lsg== 0000903423-06-001337.txt : 20061222 0000903423-06-001337.hdr.sgml : 20061222 20061222155552 ACCESSION NUMBER: 0000903423-06-001337 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061220 FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AFFYMAX INC CENTRAL INDEX KEY: 0001158223 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 4001 MIRANDA AVE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CREDIT SUISSE/ CENTRAL INDEX KEY: 0000824468 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33213 FILM NUMBER: 061297083 BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH STATE: V8 ZIP: CH 8070 BUSINESS PHONE: 41 1 212 16 16 MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH STATE: V8 ZIP: CH 8070 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ DATE OF NAME CHANGE: 19970211 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 4 1 affymax-f4_1220ex.xml X0202 4 2006-12-20 0 0001158223 AFFYMAX INC AFFY 0000824468 CREDIT SUISSE/ (ON BEHALF OF THE INVESTMENT BANKING DIVISION) (1) ELEVEN MADISON AVENUE NEW YORK NY 10010 0 0 1 0 Common Stock 2006-12-20 4 C 0 516348 A 686115 I See footnotes Common Stock 2006-12-20 4 C 0 554729 A 1240844 I See footnotes Common Stock 2006-12-20 4 C 0 331301 A 1572145 I See footnotes Series B Convertible Preferred Stock 2006-12-20 4 C 0 349998 0 D Common Stock 516348 0 I See footnotes Series C Convertible Preferred Stock 2006-12-20 4 C 0 554729 0 D Common Stock 554729 0 I See footnotes Series D Convertible Preferred Stock 2006-12-20 4 C 0 331301 0 D Common Stock 331301 0 I See footnotes See Footnote 1 on Exhibit 99.1. See Footnote 2 on Exhibit 99.1. See Footnote 3 on Exhibit 99.1. See Footnote 4 on Exhibit 99.1. See Footnote 5 on Exhibit 99.1. See Footnote 6 on Exhibit 99.1. See Footnote 7 on Exhibit 99.1. See Footnote 8 on Exhibit 99.1. See Footnote 9 on Exhibit 99.1. See Footnote 10 on Exhibit 99.1. See Exhibit 99.1 /s/ Ivy Dodes for Credit Suisse, on behalf of the Investment Banking division 2006-12-22 EX-99 2 affymaxf4ex99-1.htm

Exhibit 99.1

 

(1) In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Form 4 is being filed by Credit Suisse (the “Bank”), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the “Investment Banking division”) (the “Reporting Person”). The Reporting Person provides financial advisory and capital raising services, sales and trading for users and suppliers of capital around the world and invests in and manages private equity and venture capital funds. The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person’s principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.

 

The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse Holdings (USA), Inc. (“CS Hldgs USA Inc”), a Delaware corporation. The Bank’s voting stock is entirely owned by Credit Suisse Group (“CSG”), a corporation formed under the laws of Switzerland. CSG also owns the remainder of the voting stock of CS Hldgs USA Inc. CS Hldgs USA Inc owns all of the voting stock of Credit Suisse (USA), Inc. (“CS USA Inc”), a Delaware corporation and holding company. The address of the principal business and office of each of CS Hldgs USA Inc and CS USA Inc is Eleven Madison Avenue, New York, New York 10010.

 

Sprout Capital IX, L.P. (“Sprout IX”), Sprout Entrepreneurs Fund, L.P. (“SEF”) and Sprout IX Plan Investors, L.P. (“IX Plan”) are Delaware limited partnerships which make investments for long term appreciation. DLJ Capital Corporation (“DLJCC”), a Delaware corporation and a wholly-owned subsidiary of CS USA Inc, acts as a venture capital partnership management company. DLJCC is also the general partner of SEF. DLJCC is also the managing general partner of Sprout IX and, as such, is responsible for its day-to-day management. DLJCC makes all of the investment decisions on behalf of Sprout IX and SEF. DLJ Associates IX, L.P. (“Associates IX”), a Delaware limited partnership, is a general partner of Sprout IX and in accordance with the terms of the relevant partnership agreement, does not participate in investment decisions made on behalf of Sprout IX. DLJ Capital Associates IX, Inc. (“DLJCA IX”), a Delaware corporation and wholly-owned subsidiary of DLJCC, is the general partner of Associates IX. DLJ LBO Plans Management Corporation II (“DLJLBO II”), a Delaware corporation, is the general partner of IX Plan and, as such, is responsible for its day-to-day management. DLJLBO II makes all of the investment decisions on behalf of IX Plan. DLJLBO II is an indirect wholly-owned subsidiary of CS USA Inc. The address of the principal business and office of each of DLJCC, DLJCA IX, Associates IX, Sprout IX, SEF, IX Plan and DLJLBO II is Eleven Madison Avenue, New York, New York 10010.

 

The ultimate parent company of the Bank is CSG. CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking and insurance products. CSG and its consolidated subsidiaries are comprised of the Bank and the Winterthur division (the “Winterthur division”). In addition to the Investment Banking division, the Bank is comprised of the Asset Management division (the “Asset Management division”) and the Private Banking division (the “Private Banking division”). The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide. The Private Banking division offers global private banking and corporate and retail banking services in Switzerland. The Winterthur division provides life and non-life insurance and pension products to private and corporate clients worldwide. CSG’s business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland. CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including those subsidiaries that constitute the Asset Management division, the Private Banking division and the Winterthur division) may beneficially own securities to which this Form 4 relates (the “Shares”) and such Shares are not reported in this Form 4. CSG disclaims beneficial ownership of Shares

 

                                                                                                                                                                                                                                                

 

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beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of the Asset Management division, the Private Banking division and the Winterthur division disclaims beneficial ownership of Shares beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, the Asset Management division, the Private Banking division and the Winterthur division. 

 

(2) This includes 5,828 shares of Common Stock owned directly by DLJCC, 480,869 shares of Common Stock owned directly by Sprout IX, 1,894 shares of Common Stock owned directly by SEF and 27,757 shares of Common Stock owned directly by IX Plan.

 

(3) The shares of Series B Convertible Preferred Stock converted automatically into shares of Common Stock on a 1.47528 for 1 basis immediately prior to the closing of the Issuer’s initial public offering and had no expiration date.

 

(4) This includes 6,533 shares of Common Stock owned directly by DLJCC, 646,342 shares of Common Stock owned directly by Sprout IX, 2,123 shares of Common Stock owned directly by SEF and 31,117 shares of Common Stock owned directly by IX Plan.

 

(5) This includes 6,262 shares of Common Stock owned directly by DLJCC, 516,610 shares of Common Stock owned directly by Sprout IX, 2,036 shares of Common Stock owned directly by SEF and 29,821 shares of Common Stock owned directly by IX Plan.

 

(6) The shares of Series C Convertible Preferred Stock converted automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer’s initial public offering and had no expiration date.

 

(7) This includes 12,795 shares of Common Stock owned directly by DLJCC, 1,162,952 shares of Common Stock owned directly by Sprout IX, 4,159 shares of Common Stock owned directly by SEF and 60,938 shares of Common Stock owned directly by IX Plan.

 

(8) These shares of Common Stock are owned directly by Sprout IX.

 

(9) The shares of Series D Convertible Preferred Stock converted automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer’s initial public offering and had no expiration date.

 

(10) This includes 12,795 shares of Common Stock owned directly by DLJCC, 1,494,253 shares of Common Stock owned directly by Sprout IX, 4,159 shares of Common Stock owned directly by SEF and 60,938 shares of Common Stock owned directly by IX Plan.

 

 

                                                                                                                                                                                                                                                

 

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