Filing Details

CUSIP NO.   71723F 103

13D

Page 2 of 12 pages

 

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     ARCH Venture Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   o (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     2,854,222
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     2,854,222
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,854,222
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     24.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     PN

 

 

 

CUSIP NO.   71723F 103

13D

Page 9 of 12 pages

 

 

 

 

Concurrent with the consummation of the Offering, ARCH Venture Fund VII participated in the Offering of the Issuer by purchasing 1,000,000 shares of Common Stock at a purchase price of $5.00 per share.  In addition, ARCH Venture Fund VII sold 680,059 of its shares of PZRX for $4,955.23 to certain shareholders of the Issuer.   The number of shares reflects a 10.656096 to 1 reverse stock split effective immediately prior to the closing of the Offering.

The working capital of ARCH Venture Fund VII was the source of the funds for the purchase of its shares.  No part of the purchase price paid by this entity was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock described above.  The total amount paid by ARCH Venture Fund VII for securities purchased in the above-listed transactions is as follows:

ARCH Venture Fund VII acquired the Common Stock for investment purposes.  Depending on market conditions, the continuing evaluation of the business and prospects of the Issuer and other factors, ARCH Venture Fund VII and other Reporting Persons may dispose of or acquire additional shares of Common Stock of the Issuer.  Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a)	The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)	A sale or transfer of a material amount of assets of the Issuer or  any of its subsidiaries;

(d)	Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)	Any material change in the present capitalization or dividend policy of the Issuer;

(f)	Any other material change in the Issuer's business or corporate structure;

(g)	Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)	A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(a)	ARCH Venture Fund VII is the record owner of 2,854,222 shares of Common Stock (the "Record Shares").

(b)	AVP VII LP, as the sole general partner of ARCH Venture Fund VII, may be deemed to beneficially own the Record Shares.   AVP VII LLC, as the sole general partner of the AVP VII LP, may be deemed to beneficially own the Record Shares.

In addition, each of the Managing Directors may be deemed to share the power to direct the disposition and vote of the Record Shares. Each Reporting Person disclaims beneficial ownership of all securities except for the shares, if any, held of record by such Reporting Person.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet.  Such percentage was calculated based on the 11,583,234 shares of Common Stock outstanding as of May 23, 2016 upon the closing of the Offering as reported in the Issuer's prospectus dated May 17, 2016 (the "Final Prospectus") filed with the Securities and Exchange Commission on May 18, 2016 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.  The number of shares of Common Stock outstanding does not give effect to the underwriters' option to purchase up to an additional 555,000 shares of Common Stock within 30 days from the date of the Final Prospectus.

(b)

Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:  See line 7 of cover sheets.

(ii)

shared power to vote or to direct the vote:  See line 8 of cover sheets.

(iii)

sole power to dispose or to direct the disposition:  See line 9 of cover sheets.

(iv)

shared power to dispose or to direct the disposition:  See line 10 of cover sheets.

 

(c)

Except as set forth above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons.

(e)

Not applicable

Item 6.                    Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Except for the transactions described in this Schedule, none of the Reporting Persons have any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

ARCH Venture Fund VII and certain other stockholders are parties to a second amended and restated investors' rights agreement with the Issuer, dated as of November 17, 2014 (the "Investors' Rights Agreement"), which is attached as Exhibit 4.2 to the Issuer's Form S-1 filed on April 18, 2016.  The Investors' Rights Agreement provides, among other things, that ARCH Venture Fund VII and the other signatory stockholders have the right to demand that the Issuer file a registration statement or request that their shares of the Issuer's Common Stock be included on a registration statement that the Issuer is otherwise filing.

 

Exhibit 1 – Power of Attorney.

 

Exhibit 2 – Agreement regarding filing of joint Schedule 13D.

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:              June 6, 2016

AGREEMENT OF JOINT FILING