Filing Details

Accession Number:
0001209191-13-038812
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-08-01 19:14:37
Reporting Period:
2013-07-30
Filing Date:
2013-08-01
Accepted Time:
2013-08-01 19:14:37
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1383701 Conatus Pharmaceuticals Inc CNAT Pharmaceutical Preparations (2834) 203183915
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1380178 Shahzad Malik C/O Conatus Pharmaceuticals Inc.
4365 Executive Drive, Suite 200
San Diego CA 92121
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2013-07-30 1,888,091 $0.00 1,888,091 No 4 C Indirect See footnotes
Common Stock Acquisiton 2013-07-30 70,003 $0.08 1,958,094 No 4 X Indirect See footnote
Common Stock Disposition 2013-07-30 535 $11.00 1,957,559 No 4 S Indirect See footnote
Common Stock Acquisiton 2013-07-30 19,223 $11.00 1,976,782 No 4 J Indirect See footnote
Common Stock Acquisiton 2013-07-30 190,054 $11.00 2,166,836 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnotes
No 4 X Indirect See footnote
No 4 S Indirect See footnote
No 4 J Indirect See footnote
No 4 P Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series A Preferred Stock Disposition 2013-07-30 10,000,000 $0.00 1,212,121 $0.00
Common Stock Series B Preferred Stock Disposition 2013-07-30 5,576,786 $0.00 675,970 $0.00
Common Stock Warrants to Purchase Shares of Series A Preferred Stock Disposition 2013-07-30 577,599 $0.00 70,003 $0.00
Common Stock Stock Option (Right to Buy) Acquisiton 2013-07-30 30,000 $0.00 30,000 $11.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 X Indirect
30,000 2023-07-29 No 4 A Direct
Footnotes
  1. The outstanding shares of Preferred Stock of the Issuer automatically converted into the shares of Common Stock of the Issuer at the closing of the Issuer's initial public offering (the "IPO") at a conversion ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration.
  2. Represents 672,872, 329,711, 91,972, 180,907, 26,029, 21,691, 6,507, 552,874 and 5,528 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively, upon conversion of Preferred Stock.
  3. Advent Venture Partners LLP owns 100% of Advent Management III Limited, which is GP of Advent Management III Limited Partnership, which is GP of each of Advent Private Equity Fund III "A", Advent Private Equity Fund III "B", Advent Private Equity Fund III "C", Advent Private Equity Fund III "D" and Advent Private Equity Fund III Affiliates. Advent Venture Partners LLP also owns 100% of Advent Limited and Advent Private Equity Fund IV. Advent Limited owns 100% of Advent Private Equity GmbH, which is GP of Advent Private Equity Fund III GmbH & Co. KG. Voting and investment power over the shares held by each named fund may be deemed to be shared with Advent Venture Partners LLP due to the affiliate relationship. Dr. Malik is a GP of Advent Venture Partners LLP and shares voting and investment power over the shares, and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  4. Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase shares of Series A Preferred Stock were converted to warrants to purchase Common Stock with an exercise price of $0.0825 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, and were then net exercised based on the IPO price of $11.00 per share.
  5. Represents 24,950, 12,225, 3,410, 6,707, 965, 803, 240, 20,500 and 203 shares of Common Stock issued upon the exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
  6. Represents 188, 93, 27, 52, 8, 7, 3, 155 and 2 shares of Common Stock withheld by the Issuer upon the net exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
  7. The common stock was acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO.
  8. Represents 6,851, 3,357, 936, 1,842, 265, 221, 66, 5,629 and 56 shares of Common Stock issued upon the automatic conversion of the principal amount of the convertible promissory notes, plus accrued interest, held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively, upon the closing of the IPO at a conversion price of $11.00 per share.
  9. Represents 67,731, 33,189, 9,258, 18,210, 2,620, 2,183, 655, 55,652 and 556 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
  10. Represents 772,216, 378,389, 105,549, 207,614, 29,871, 24,891, 7,465, 634,500 and 6,341 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
  11. Represents 3,563,761, 1,746,266, 487,116, 958,149, 137,863, 114,886, 34,466, 2,928,211 and 29,282 shares of Series A Preferred Stock held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
  12. Represents 1,987,434, 973,855, 271,654, 534,339, 76,883, 64,069, 19,221, 1,633,002 and 16,329 shares of Series B Preferred Stock held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
  13. Represents 205,845, 100,865, 28,135, 55,342, 7,962, 6,635, 1,990, 169,135 and 1,690 shares of Series A Preferred Stock issuable upon the exercise of the Warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
  14. The shares subject to this option become exercisable as they vest. One-third of the total number of shares subject to this option vests and becomes exercisable on each anniversary of the grant date, so that the entire number of shares subject to this option becomes fully vested and exercisable on the third anniversary of the grant date.