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Filing Details

Accession Number:: 0001104659-13-052055
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-06-27 21:35:49
Reporting Period:: 2013-01-29

Filing Date:: 2013-06-27
Accepted Time:: 2013-06-27 21:35:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1070081	Ptc Therapeutics Inc.	PTCT	Pharmaceutical Preparations (2834)	043416587

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1288952	Michael Schmertzler	1300 Valley Road New Canaan CT 06840		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-06-25	155,366	$0.00	155,366	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2013-06-25	608,670	$0.00	764,036	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2013-06-25	533,333	$15.00	1,297,369	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series Four Senior Preferred Stock	8% Convertible Promissory Notes	Acquisiton	2013-01-29	0	$0.00	0	$0.00
Series One Preferred Stock	Warrant (right to purchase)	Acquisiton	2013-01-29	52,736	$0.01	52,736	$0.01
Series Two Preferred Stock	Warrant (right to purchase)	Acquisiton	2013-01-29	206,003	$0.01	206,003	$0.01
Series Four Senior Preferred Stock	8% Convertible Promissory Notes	Acquisiton	2013-02-15	0	$0.00	0	$0.00
Common Stock	Series Four Senior Preferred Stock	Acquisiton	2013-03-07	103,819	$12.00	103,819	$0.00
Series Four Senior Preferred Stock	8% Convertible Promissory Notes	Disposition	2013-03-07	0	$0.00	51,547	$0.00
Common Stock	Series Four Senior Preferred Stock	Acquisiton	2013-03-07	51,547	$0.00	51,547	$0.00
Common Stock	Series One Preferred Stock	Disposition	2013-03-07	110,000	$0.00	110,000	$0.00
Series Five Junior Preferred Stock	Series One Preferred Stock	Acquisiton	2013-03-07	394,166	$0.00	394,166	$0.00
Series Five Junior Preferred Stock	Series One Preferred Stock	Disposition	2013-03-07	394,166	$0.00	394,166	$0.00
Common Stock	Series Five Junior Preferred Stock	Acquisiton	2013-03-07	394,166	$0.00	394,166	$0.00
Series One Preferred Stock	Warrant (right to purchase)	Disposition	2013-03-07	52,736	$0.00	52,736	$0.01
Series Five Junior Preferred Stock	Warrant (right to purchase)	Acquisiton	2013-03-07	188,970	$0.00	188,970	$0.00
Series Five Junior Preferred Stock	Warrant (right to purchase)	Disposition	2013-03-07	44	$0.00	44	$0.00
Series Five Junior Preferred Stock	Warrant (right to purchase)	Disposition	2013-03-07	188,926	$0.00	188,926	$0.00
Common Stock	Series Five Junior Preferred Stock	Acquisiton	2013-03-07	188,926	$0.00	188,926	$0.00
Series Two Preferred Stock	Warrant (right to purchase)	Disposition	2013-03-07	206,003	$0.00	206,003	$0.01
Series Five Junior Preferred Stock	Warrant (right to purchase)	Acquisiton	2013-03-07	25,750	$0.08	25,570	$0.08
Series Five Junior Preferred Stock	Warrant (right to purchase)	Disposition	2013-03-07	172	$0.08	172	$0.08
Series Five Junior Preferred Stock	Warrant (right to purchase)	Disposition	2013-03-07	25,578	$0.08	25,578	$0.08
Common Stock	Series Five Junior Preferred Stock	Acquisiton	2013-03-07	25,578	$0.00	25,578	$0.00
Common Stock	Series Four Senior Preferred Stock	Disposition	2013-06-25	155,366	$0.00	155,366	$0.00
Common Stock	Series Five Junior Preferred Stock	Disposition	2013-06-25	608,670	$0.00	608,670	$0.00
Common Stock	Stock Option (right to buy)	Disposition	2013-05-15	60,000	$10.85	60,000	$10.85

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	P	Indirect
52,736	2014-01-29	2020-01-29	No	4	P	Indirect
206,003	2014-01-29	2020-01-29	No	4	P	Indirect
0			No	4	P	Indirect
103,819			No	4	P	Indirect
0			No	4	C	Indirect
155,366			No	4	C	Indirect
0			No	4	J	Indirect
394,166			No	4	J	Indirect
0			No	4	J	Indirect
394,166			No	4	J	Indirect
0	2014-01-29	2020-01-29	No	4	J	Indirect
188,970	2014-01-29	2020-01-29	No	4	J	Indirect
188,926	2014-01-29	2020-01-29	No	4	S	Indirect
0	2014-01-29	2020-01-29	No	4	C	Indirect
583,092			No	4	C	Indirect
0	2014-01-29	2020-01-29	No	4	J	Indirect
25,750	2014-01-29	2020-01-29	No	4	J	Indirect
25,578	2014-01-29	2020-01-29	No	4	S	Indirect
0	2014-01-29	2020-01-29	No	4	C	Indirect
608,670			No	4	C	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect
60,000		2023-05-15	No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	26,766	Direct

Footnotes

Each share of Series Four Senior Preferred Stock and each share of Senior Five Junior Preferred Stock converted automatically into one share of Common Stock upon the closing of PTC Therapeutics, Inc.'s initial public offering without payment of further consideration. The Series Four Senior Preferred Stock and the Series Five Junior Preferred Stock had no expiration date.
Securities held by Section Six Partners, L.P.
The convertible promissory notes issued as part of PTC Therapeutics, Inc.'s bridge financing in January and February 2013 were (1) payable upon demand of the holders at any time on or after the first anniversary of the date of issuance and (2) convertible into shares of the same class and series of capital stock of PTC Therapeutics, Inc. issued to other investors in the next qualified financing (with gross proceeds of at least $20 million) at a conversion price equal to the price per share paid by other investors in such financing.
In connection with a recapitalization and reverse stock split that occurred on March 7, 2013, each share of Series One Preferred Stock converted automatically into a number of shares of Series Five Junior Preferred Stock equal to a fraction, the numerator of which was 430 and the denominator of which was 120, without payment of further consideration. Warrants to purchase shares of Series One Preferred Stock were automatically adjusted to be exercisable into shares of Series Five Junior Preferred Stock at the applicable conversion ratio. The Series One Preferred Stock had no expiration date.
On March 7, 2013, the warrants to purchase shares of Series One Preferred Stock were automatically adjusted to be exercisable into shares of Series Five Junior Preferred Stock at the applicable conversion ratio, and were automatically exercised for shares of Series Five Junior Preferred Stock without further action by the holders thereof at the as-adjusted exercise price of $12 a share. The exercise price was paid on a cashless basis, resulting in PTC Therapeutics, Inc. withholding 44 of the reporting person's warrant shares to pay the exercise price and issuing to the reporting person the remaining 188,926 shares of Series Five Junior Preferred Stock. PTC Therapeutics, Inc. also paid $8.64 to the reporting person in lieu of fractional shares. The warrant shares are held by Section Six Partners, L.P.
In connection with a recapitalization and reverse stock split that occurred on March 7, 2013, each share of Series Two Preferred Stock converted automatically into a number of shares of Series Five Junior Preferred Stock equal to a fraction, the numerator of which was 15 and the denominator of which was 120, without payment of further consideration. Warrants to purchase shares of Series Two Preferred Stock were automatically adjusted to be exercisable into shares of Series Five Junior Preferred Stock at the applicable conversion ratio. The Series Two Preferred Stock had no expiration date.
On March 7, 2013, the warrants to purchase shares of Series Two Preferred Stock were automatically adjusted to be exercisable into shares of Series Five Junior Preferred Stock at the applicable conversion ratio, and were automatically exercised for shares of Series Five Junior Preferred Stock without further action by the holders thereof at the as-adjusted exercise price of $12 a share. The exercise price was paid on a cashless basis, resulting in PTC Therapeutics, Inc. withholding 172 of the reporting person's warrant shares to pay the exercise price and issuing to the reporting person the remaining 25,578 shares of Series Five Junior Preferred Stock. PTC Therapeutics, Inc. also paid $8.47 to the reporting person in lieu of fractional shares. The warrant shares are held by Section Six Partners, L.P.
This option was granted on May 15, 2013 and vests over three years, with 8.33% of the shares underlying the option vesting on August 15, 2013 and an additional 8.33% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter.
Mr. Schmertzler is a general and limited partner of, and trustee of certain family trusts holding interests in, Section Six Partners, L.P. Mr. Schmertzler disclaims beneficial ownership of the shares held by Section Six Partners, L.P. except to the extent of any pecuniary interest therein.