Statement of Changes in Beneficial Ownership (4)
July 02 2018 - 4:16PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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
*
Atlas Venture Fund VII L P
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2. Issuer Name
and
Ticker or Trading Symbol
ZAFGEN, INC.
[
ZFGN
]
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5. 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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(Last)
(First)
(Middle)
25 FIRST STREET, SUITE 303
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/29/2018
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(Street)
CAMBRIDGE, MA 02141
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/29/2018
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J
(1)
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1126546
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D
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$0
(1)
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3506184
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D
(3)
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Common Stock
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6/29/2018
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J
(2)
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234321
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D
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$0
(1)
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11
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D
(4)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Explanation of Responses:
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(1)
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On June 29, 2018, Atlas Venture Fund VII LP ("Atlas Venture VII") distributed, for no consideration, 1,126,546 shares of the Issuer's Common Stock, pro-rata, to its partners, including its limited partners and its general partner, in accordance with the exemptions afforded by Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. The distribution was effected pursuant to a Rule 10b5-1 plan adopted by Atlas Venture VII on December 22, 2017.
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(2)
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On June 29, 2018, Atlas Venture Associates VII LP ("AVA VII LP"), the general partner of Atlas Venture VII distributed, for no consideration, 234,421 shares of the Issuer's Common Stock, pro-rata, to its partners, including its limited partners and its general partner, in accordance with the exemptions afforded by Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. The distribution was effected pursuant to a Rule 10b5-1 plan adopted by AVA VII on December 22, 2017.
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(3)
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These shares are held directly by Atlas Venture VII. The general partner of Atlas Venture VII is AVA VII LP, and the general partner of AVA VII LP is Atlas Venture Associates VII, Inc. ("AVA VII Inc."). AVA VII LP and AVA VII Inc. disclaim Section 16 beneficial ownership of such shares, except to the extent of a pecuniary interest, if any, therein. This report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for the purposes of Section 16 or for any other purpose.
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(4)
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These shares are held directly by AVA VII LP. The general partner of AVA VII LP is AVA VII Inc. AVA VII Inc. disclaims Section 16 beneficial ownership of such shares, except to the extent of a pecuniary interest, if any, therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
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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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Atlas Venture Fund VII L P
25 FIRST STREET, SUITE 303
CAMBRIDGE, MA 02141
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X
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Atlas Venture Associates VII, L.P.
25 FIRST STREET, SUITE 303
CAMBRIDGE, MA 02141
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X
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Atlas Venture Associates VII, Inc.
25 FIRST STREET, SUITE 303
CAMBRIDGE, MA 02141
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X
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Signatures
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By: Atlas Venture Fund VII LP, By: Atlas Venture Associates VII, L.P., its general partner, By: Atlas Venture Associates VII, Inc., its general partner, /s/ Frank Castellucci, Secretary
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7/3/2018
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**
Signature of Reporting Person
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Date
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By: Atlas Venture Associates VII, L.P., By: Atlas Venture Associates VII, Inc., its general partner, /s/ Frank Castellucci, Secretary
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7/3/2018
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**
Signature of Reporting Person
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Date
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By: Atlas Venture Associates VII, Inc., /s/ Frank Castellucci, Secretary
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7/3/2018
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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 4(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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