3: Initial statement of beneficial ownership of securities
Published on
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/05/2016 |
3. Issuer Name and Ticker or Trading Symbol
OBALON THERAPEUTICS INC [ OBLN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| No securities are beneficially owned | 0 | D |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 190,780 | (1) | I | By Okapi Ventures, L.P.(2) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 266,829 | (3) | I | By Okapi Ventures, L.P.(2) |
| Series C Preferred Stock | (4) | (4) | Common Stock | 40,995 | (4) | I | By Okapi Ventures, L.P.(2) |
| Series C Preferred Stock | (4) | (4) | Common Stock | 161,504 | (4) | I | By Okapi Ventures II, L.P.(5) |
| Series D Preferred Stock | (6) | (6) | Common Stock | 119,441 | (6) | I | By Okapi Ventures II, L.P.(5) |
| Series E Preferred Stock | (7) | (7) | Common Stock | 60,290 | (7) | I | By Okapi Ventures II, L.P.(5) |
| Series E Preferred Stock | (7) | (7) | Common Stock | 47,629 | (7) | I | By Okapi Ventures, L.P.(2) |
| Series C Preferred Stock Warrant (right to buy) | (8) | 02/24/2019 | Series C Preferred Stock | 4,037 | 6.1918 | I | By Okapi Ventures, L.P.(2) |
| Explanation of Responses: |
| 1. Each share of the issuer's Series A Preferred Stock will automatically convert into 1.327844907 shares of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. |
| 2. These securities are held of record by Okapi Ventures, L.P. ("OV"). Okapi Venture Partners, LLC ("OVLLC") is the general partner of OV. The reporting person is a managing director of OVLLC, and shares voting and investment power over the securities. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of these securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. |
| 3. Each share of the issuer's Series B Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
| 4. Each share of the issuer's Series C Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
| 5. These securities are held of record by Okapi Ventures II, L.P. ("OVII"). Okapi Venture Partners II, LLC ("OVIILLC") is the general partner of OVII. The reporting person is a managing director of OVIILLC, and shares voting and investment power over the securities. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of these securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. |
| 6. Each share of the issuer's Series D Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
| 7. Each share of the issuer's Series E Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
| 8. The warrant is exercisable at any time at the holder's election on a one-for-one basis. If not exercised prior to the closing of the IPO, the warrant will convert into a warrant to purchase shares of the issuer's Common Stock on a one-for-one basis. |
| Remarks: |
| /s/ Nooshin Hussainy as attorney-in-fact for Sharon Stevenson, DVM Ph.D. | 10/05/2016 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.