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Filing Details

Accession Number:: 0001209191-13-038817
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-01 19:18:43
Reporting Period:: 2013-07-30

Filing Date:: 2013-08-01
Accepted Time:: 2013-08-01 19:18:43
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	Director	Officer	Large Shareholder	Other
1313414	Aberdare Ventures Iii Lp	One Embarcadero Center Suite 4000 San Francisco CA 94111	No	No	Yes	No
1334248	Aberdare Partners Iii Lp	One Embarcadero Center Suite 4000 San Francisco CA 94111	No	No	Yes	No
1582419	Aberdare Gp Iii, L.l.c.	One Embarcadero Center Suite 4000 San Francisco CA 94111	No	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	2013-07-30	1,979,321	$0.00	2,038,535	No	4	C	Indirect	By Aberdare Ventures III, L.P.
Common Stock	Acquisiton	2013-07-30	73,395	$0.08	2,111,930	No	4	X	Indirect	By Aberdare Ventures III, L.P.
Common Stock	Disposition	2013-07-30	552	$11.00	2,111,378	No	4	S	Indirect	By Aberdare Ventures III, L.P.
Common Stock	Acquisiton	2013-07-30	10,614	$11.00	2,121,992	No	4	J	Indirect	By Aberdare Ventures III, L.P.
Common Stock	Acquisiton	2013-07-30	104,952	$11.00	2,226,944	No	4	P	Indirect	By Aberdare Ventures III, L.P.
Common Stock	Acquisiton	2013-07-30	46,594	$0.00	47,985	No	4	C	Indirect	By Aberdare Partners III, L.P.
Common Stock	Acquisiton	2013-07-30	1,727	$0.08	49,712	No	4	X	Indirect	By Aberdare Partners III, L.P.
Common Stock	Disposition	2013-07-30	14	$11.00	49,698	No	4	S	Indirect	By Aberdare Partners III, L.P.
Common Stock	Acquisiton	2013-07-30	251	$11.00	49,949	No	4	J	Indirect	By Aberdare Partners III, L.P.
Common Stock	Acquisiton	2013-07-30	2,470	$11.00	52,419	No	4	P	Indirect	By Aberdare Partners III, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Aberdare Ventures III, L.P.
No	4	X	Indirect	By Aberdare Ventures III, L.P.
No	4	S	Indirect	By Aberdare Ventures III, L.P.
No	4	J	Indirect	By Aberdare Ventures III, L.P.
No	4	P	Indirect	By Aberdare Ventures III, L.P.
No	4	C	Indirect	By Aberdare Partners III, L.P.
No	4	X	Indirect	By Aberdare Partners III, L.P.
No	4	S	Indirect	By Aberdare Partners III, L.P.
No	4	J	Indirect	By Aberdare Partners III, L.P.
No	4	P	Indirect	By Aberdare Partners III, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2013-07-30	10,483,166	$0.00	1,270,687	$0.00
Common Stock	Series B Preferred Stock	Disposition	2013-07-30	5,846,236	$0.00	708,634	$0.00
Series A Preferred	Warrant to Purchase Series A Preferred Stock	Disposition	2013-07-30	363,308	$0.00	363,308	$0.01
Series A Preferred	Warrant to Purchase Series A Preferred Stock	Disposition	2013-07-30	242,205	$0.00	242,205	$0.01
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-07-30	73,395	$0.00	73,395	$0.08
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-07-30	73,395	$0.00	73,395	$0.08
Series B Preferred Stock	Warrant to Purchase Common Stock	Disposition	2013-07-30	42,336	$0.00	42,336	$0.90
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-07-30	5,131	$0.00	5,131	$7.43
Common Stock	Series A Preferred Stock	Disposition	2013-07-30	246,775	$0.00	29,912	$0.00
Common Stock	Series B Preferred Stock	Disposition	2013-07-30	137,626	$0.00	16,682	$0.00
Series A Preferred	Warrant to Purchase Series A Preferred Stock	Disposition	2013-07-30	8,552	$0.00	8,552	$0.01
Series A Preferred	Warrant to Purchase Series A Preferred Stock	Disposition	2013-07-30	5,701	$0.00	5,701	$0.01
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-07-30	1,727	$0.00	1,727	$0.08
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-07-30	1,727	$0.00	1,727	$0.08
Series B Preferred Stock	Warrant to Purchase Series B Preferred Stock	Disposition	2013-07-30	997	$0.00	997	$0.90
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-07-30	120	$0.00	120	$7.43

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	C	Indirect
0			No	4	C	Indirect
73,395	2013-07-30	2013-07-30	No	4	C	Indirect
0	2013-07-30	2013-07-30	No	4	X	Indirect
0	2018-05-30	2018-05-30	No	4	C	Indirect
5,131		2018-05-30	No	4	C	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect
1,727	2013-07-30	2013-07-30	No	4	C	Indirect
0	2013-07-30	2013-07-30	No	4	X	Indirect
0	2018-05-30	2018-05-30	No	4	C	Indirect
120		2018-05-30	No	4	C	Indirect

Footnotes

Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock at the closing of the Issuer's initial public offering ("IPO") at a conversion rate 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. The shares of Preferred Stock had no expiration date.
Aberdare GP III, L.L.C. ("Aberdare GP III") serves as the sole General Partner of Aberdare Ventures III, L.P. ("Aberdare Ventures III") and Aberdare Partners III, L.P. ("Aberdare Partners III"). As such, Aberdare GP III possesses sole voting and investment control over the securities owned by Aberdare Ventures III and Aberdare Partners III, and may be deemed to have indirect beneficial ownership of the securities held by Aberdare Ventures III and Aberdare Partners III. Aberdare GP III, however, owns no securities of the Issuer directly and disclaims beneficial ownership of the shares held by Aberdare Ventures III and Aberdare Partners III except to the extent of its proportionate pecuniary interest therein. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports.
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, for no additional consideration, and were then net exercised based on the IPO price of $11.00 per share.
The Common Stock was acquired upon conversion of a convertible promissory note exempt from the definition of derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO.
The warrant was immediately exercisable and was originally scheduled to expire on March 5, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions.
The warrant was immediately exercisable and was originally scheduled to expire on October 15, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions.
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 Series B Preferred Stock were converted into warrants to purchase Common Stock with an exercise price of $7.43 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, for no additional consideration.
The warrant is immediately exercisable.