Initial Statement of Beneficial Ownership (3)
March 17 2017 - 7:37PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed 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
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Swem Lee
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2. Date of Event Requiring Statement (MM/DD/YYYY)
3/10/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Achaogen Inc [AKAO]
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(Last)
(First)
(Middle)
C/O ACHAOGEN, INC., 7000 SHORELINE COURT, #371
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Scientific Officer /
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(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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34708
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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(2)
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9/25/2024
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Common Stock
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30000
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$8.04
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D
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Stock Option (Right to Buy)
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(3)
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9/24/2025
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Common Stock
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20000
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$6.99
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D
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Stock Option (Right to Buy)
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(4)
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2/26/2026
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Common Stock
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20000
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$3.65
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D
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Stock Option (Right to Buy)
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(5)
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2/26/2026
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Common Stock
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22500
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$3.65
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D
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Stock Option (Right to Buy)
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(5)
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9/23/2026
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Common Stock
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20000
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$4.34
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D
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Stock Option (Right to Buy)
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(6)
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2/22/2027
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Common Stock
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40000
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$23.62
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D
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Stock Option (Right to Buy)
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(7)
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2/22/2027
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Common Stock
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10000
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$23.62
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D
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Explanation of Responses:
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(
1)
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Includes 22,230 Restricted Stock Units.
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(
2)
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25% of the shares subject to the option vested on August 21, 2015, and the remaining shares subject to the option vest in 36 successive, equal monthly installments on each monthly anniversary thereafter, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.
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(
3)
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The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of September 24, 2015, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.
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(
4)
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The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of February 19, 2016, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.
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(
5)
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The shares subject to the option shall vest on the following schedule: (i) 40% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $12.00 per share; (ii) 40% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $25.00 per share; and (iii) 20% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $55.00 per share, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date and as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like.
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(
6)
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The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of February 22, 2017, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.
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(
7)
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The shares subject to the option shall vest on the following schedule: (i) 40% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $30.00 per share; (ii) 40% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $40.00 per share; and (iii) 20% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $55.00 per share, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date and as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Swem Lee
C/O ACHAOGEN, INC.
7000 SHORELINE COURT, #371
SOUTH SAN FRANCISCO, CA 94080
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Chief Scientific Officer
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Signatures
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/s/ Pattie Chiang, Attorney-in-Fact for Lee Swem
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3/17/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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