Initial Statement of Beneficial Ownership (3)
October 06 2015 - 7:00PM
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
Estimated average burden
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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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Sofinnova Venture Partners VIII, L.P.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/6/2015
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3. Issuer Name
and
Ticker or Trading Symbol
Aclaris Therapeutics, Inc. [ACRS]
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(Last)
(First)
(Middle)
SOFINNOVA VENTURES, 3000, SAND HILL ROAD, 4-250
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
MENLO PARK, CA 94025
(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)
___ Form filed by One Reporting Person
_
X
_ 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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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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(1)
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(1)
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Common Stock
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579710
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(1)
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D
(2)
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Series B Preferred Stock
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(3)
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(3)
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Common Stock
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702678
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(3)
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D
(2)
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Series C Preferred Stock
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(4)
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(4)
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Common Stock
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598002
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(4)
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D
(2)
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Explanation of Responses:
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(
1)
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Each share of the Series A Preferred Stock is convertible, at any time, at the holder's election, into 0.289855 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert into 0.289855 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date.
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(
2)
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The shares are held of record by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII") is the general partner of SVP VIII. The individual managing members of SVP VIII are Michael Powell, James Healy, Srinivas Akkaraju and Anand Mehra, and they may be deemed to share voting and dispositive power over the shares held by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares held by SVP VIII except to the extent of any pecuniary interest therein.
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(
3)
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Each share of the Series B Preferred Stock is convertible, at any time, at the holder's election, into 0.289855 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert into 0.289855 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date.
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(
4)
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Each share of the Series C Preferred Stock is convertible, at any time, at the holder's election, into 0.289855 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series C Preferred Stock will automatically convert into 0.289855 shares of the Issuer's common stock. The Series C Preferred Stock has no expiration date.
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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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Sofinnova Venture Partners VIII, L.P.
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
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X
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Sofinnova Management VIII, L.L.C.
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
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X
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HEALY JAMES
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
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X
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AKKARAJU SRINIVAS
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
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X
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POWELL MICHAEL
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P.
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10/6/2015
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**
Signature of Reporting Person
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Date
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/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C.
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10/6/2015
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**
Signature of Reporting Person
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Date
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/s/ Nathalie Auber, Attorney-in-Fact for James Healy
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10/6/2015
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**
Signature of Reporting Person
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Date
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/s/ Nathalie Auber, Attorney-in-Fact for Srinivas Akkaraju
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10/6/2015
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**
Signature of Reporting Person
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Date
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/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell
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10/6/2015
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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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