Statement of Changes in Beneficial Ownership (4)
April 15 2014 - 6:38PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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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
*
DAG Ventures Management III, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Adamas Pharmaceuticals Inc
[
ADMS
]
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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)
251 LYTTON AVENUE, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2014
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(Street)
PALO ALTO, CA 94301
(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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4/15/2014
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C
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703538
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A
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(1)
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1515928
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I
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By DAG Ventures III-QP, L.P.
(2)
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Common Stock
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4/15/2014
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C
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228
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A
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(1)
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1516156
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I
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By DAG Ventures III-QP, L.P.
(2)
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Common Stock
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4/15/2014
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C
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66162
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A
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(1)
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142578
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I
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By DAG Ventures III, L.P.
(2)
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Common Stock
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4/15/2014
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C
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21
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A
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(1)
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142599
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I
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By DAG Ventures III, L.P.
(2)
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Common Stock
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4/15/2014
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C
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674
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A
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(1)
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1474
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I
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By DAG Ventures GP Fund III, LLC
(2)
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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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Series AA Preferred Stock
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(1)
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4/15/2014
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C
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703538
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(1)
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(1)
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Common Stock
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703538
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$0.00
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0
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I
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By DAG Ventures III-QP, L.P.
(2)
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Series AA-1 Preferred Stock
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(1)
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4/15/2014
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C
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228
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(1)
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(1)
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Common Stock
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228
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$0.00
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0
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I
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By DAG Ventures III-QP, L.P.
(2)
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Series AA Preferred Stock
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(1)
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4/15/2014
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C
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66162
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(1)
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(1)
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Common Stock
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66162
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$0.00
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0
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I
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By DAG Ventures III, L.P.
(2)
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Series AA-1 Preferred Stock
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(1)
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4/15/2014
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C
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21
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(1)
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(1)
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Common Stock
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21
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$0.00
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0
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I
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By DAG Ventures III, L.P.
(2)
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Series AA Preferred Stock
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(1)
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4/15/2014
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C
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674
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(1)
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(1)
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Common Stock
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674
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$0.00
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0
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I
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By DAG Ventures GP Fund III, LLC
(2)
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Explanation of Responses:
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(
1)
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Upon the closing of the Issuer's initial public offering, each share of Series AA Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. Upon the closing of the Issuer's initial public offering, each 1000 shares of Series AA-1 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
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(
2)
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DAG Ventures Management III, LLC ("DAG Management III") serves as the sole General Partner of DAG Ventures III-QP, L.P. ("DAG III-QP") and DAG Ventures III, L.P. ("DAG III") and serves as the sole Manager of DAG Ventures GP Fund III, LLC ("DAG GP III"). As such, DAG Management III possesses sole voting and investment control over the securities owned by DAG III-QP, DAG III and DAG GP III, and may be deemed to have indirect beneficial ownership of the securities held by DAG III-QP, DAG III and DAG GP III. DAG Management III, however, owns no securities of the Issuer directly. Messrs. Cadeddu and Goodrich are Managing Directors of DAG Management III and share voting and dispositive power over the shares held by DAG III-QP, DAG III and DAG GP III. Each Reporting Person disclaims beneficial ownership of the shares held by DAG III-QP, DAG III and DAG GP III except to the extent of his or its proportionate pecuniary interest therein.
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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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DAG Ventures Management III, LLC
251 LYTTON AVENUE, SUITE 200
PALO ALTO, CA 94301
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X
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DAG VENTURES III-QP LP
251 LYTTON AVENUE, SUITE 200
PALO ALTO, CA 94301
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X
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DAG Ventures III, L.P.
251 LYTTON AVENUE, SUITE 200
PALO ALTO, CA 94301
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X
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DAG Ventures GP Fund III, LLC
251 LYTTON AVENUE, SUITE 200
PALO ALTO, CA 94301
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X
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Cadeddu John J.
251 LYTTON AVENUE, SUITE 200
PALO ALTO, CA 94301
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X
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Goodrich R. Thomas
251 LYTTON AVENUE, SUITE 200
PALO ALTO, CA 94301
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X
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Signatures
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/s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC
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4/15/2014
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**
Signature of Reporting Person
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Date
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/s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole General Partner to DAG Ventures III-QP, L.P.
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4/15/2014
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**
Signature of Reporting Person
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Date
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/s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole General Partner to DAG Ventures III, L.P.
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4/15/2014
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**
Signature of Reporting Person
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Date
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/s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole Manager of DAG Ventures GP Fund III, LLC
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4/15/2014
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**
Signature of Reporting Person
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Date
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/s/ John J. Cadeddu
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4/15/2014
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**
Signature of Reporting Person
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Date
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/s/ R. Thomas Goodrich
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4/15/2014
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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 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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