Initial Statement of Beneficial Ownership (3)
April 17 2019 - 5:24PM
Edgar (US Regulatory)
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
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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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Forbion Capital Fund II Cooperatief U.A.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/17/2019
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3. Issuer Name
and
Ticker or Trading Symbol
HOOKIPA Pharma Inc. [HOOK]
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(Last)
(First)
(Middle)
C/O HOOKIPA PHARMA INC., 350 FIFTH AVENUE, 72ND FLOOR, SUITE 7240
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10118
(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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9314
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I
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See Footnote
(1)
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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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Series A Preferred Stock
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(2)
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(2)
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Common Stock
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687673
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(2)
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I
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See Footnote
(1)
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Series B Preferred Stock
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(2)
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(2)
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Common Stock
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1146118
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(2)
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I
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See Footnote
(1)
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Series C Preferred Stock
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(2)
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(2)
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Common Stock
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597497
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(2)
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I
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See Footnote
(1)
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Explanation of Responses:
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(1)
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The securities are held directly by Forbion Capital Fund II Cooperatief U.A ("Forbion Coop"). Forbion II Management B.V. ("Forbion Management") is the director of Forbion Coop and may be deemed to have voting, investment and dispositive power with respect to the shares held by Forbion Coop. Forbion Management disclaims Section 16 beneficial ownership of the shares held by Forbion Coop, except to the extent, if any, of its pecuniary interest therein.
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(2)
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The preferred stock is convertible into the Issuer's common stock on a one-for-one basis at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.
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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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Forbion Capital Fund II Cooperatief U.A.
C/O HOOKIPA PHARMA INC.
350 FIFTH AVENUE, 72ND FLOOR, SUITE 7240
NEW YORK, NY 10118
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X
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Signatures
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Forbion II Management B.V., director of Forbion Capital Fund II Cooperatief U.A., By: /s/ H.A. Slootweg and V. Van Houten as directors
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4/17/2019
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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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