Initial Statement of Beneficial Ownership (3)
April 15 2014 - 1:01PM
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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aeris Capital Equity Investments, L.P.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/9/2014
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3. Issuer Name
and
Ticker or Trading Symbol
Adamas Pharmaceuticals Inc [ADMS]
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(Last)
(First)
(Middle)
C/O AVALON MANAGEMENT LTD, LANDMARK SQ, 1ST FLOOR, P.O. BOX 715, 64 EARTH CLOSE
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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)
GRAND CAYMAN, E9 KY1-1107
(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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1067532
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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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Series AA Convertible Preferred Stock
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(1)
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(1)
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Common Stock
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979742
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(1)
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D
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Series AA-1 Convertible Preferred Stock
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(2)
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(2)
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Common Stock
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300
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(2)
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D
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Series AA Convertible Preferred Warrant
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(3)
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4/6/2018
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Common Stock
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10017
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$3.8045
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D
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Series AA Convertible Preferred Warrant
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(3)
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6/30/2018
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Common Stock
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80418
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$3.8045
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D
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Series AA Convertible Preferred Warrant
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(3)
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3/22/2019
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Common Stock
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8814
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$3.8045
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D
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Series AA Convertible Preferred Warrant
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(3)
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5/22/2019
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Common Stock
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3980
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$3.8045
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D
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Series AA Convertible Preferred Warrant
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(3)
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6/22/2019
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Common Stock
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4265
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$3.8045
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D
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Series AA Convertible Preferred Warrant
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(3)
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7/31/2019
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Common Stock
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4265
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$3.8045
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D
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Series AA Convertible Preferred Warrant
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(3)
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9/3/2019
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Common Stock
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4265
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$3.8045
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D
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Series AA Convertible Preferred Warrant
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(3)
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10/3/2019
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Common Stock
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4265
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$3.8045
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D
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Series AA Convertible Preferred Warrant
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(3)
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11/13/2019
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Common Stock
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4265
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$3.8045
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D
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Explanation of Responses:
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(
1)
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The Series AA Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series AA Preferred Stock, for no additional consideration.
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(
2)
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The Series AA-1 Preferred Stock has no expiration date and will automatically convert immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1000 shares of Series AA-1 Preferred Stock, for no additional consideration. Except upon the closing of the Issuer's initial public offering, the Series AA-1 Preferred Stock shall not be convertible into Common Stock.
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(
3)
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The Series AA Convertible Preferred Warrant may be exercised through cash payment of the purchase price at any time prior to the Issuer's initial public offering and will automatically net exercise immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series AA Convertible Preferred Stock under the Series AA Convertible Preferred Warrant.
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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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aeris Capital Equity Investments, L.P.
C/O AVALON MANAGEMENT LTD, LANDMARK SQ
1ST FLOOR, P.O. BOX 715, 64 EARTH CLOSE
GRAND CAYMAN, E9 KY1-1107
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X
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Signatures
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/s/Ralph Woodford
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4/14/2014
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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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