Statement of Changes in Beneficial Ownership (4)
April 16 2014 - 7:15PM
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
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
*
MDV VII LP
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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)
3000 SAND HILL ROAD, SUITE 3-290
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2014
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(Street)
MENLO PARK, CA 94025
(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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1029984
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A
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(1)
(2)
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3772686
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I
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MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP
(3)
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Common Stock
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4/15/2014
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C
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511328
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A
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(1)
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511328
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I
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MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF
(4)
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Common Stock
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4/15/2014
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P
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265150
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A
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$16.00
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265150
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I
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MDV VII, L.P.
(3)
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Common Stock
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4/15/2014
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P
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6043
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A
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$16.00
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6043
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I
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MDV ENF VII (A), L.P.
(3)
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Common Stock
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4/15/2014
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P
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3146
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A
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$16.00
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3146
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I
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MDV ENF VII (B), L.P.
(3)
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Common Stock
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4/15/2014
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P
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25661
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A
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$16.00
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25661
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I
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MDV VII Leaders' Fund, L.P.
(3)
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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 Convertible Preferred Stock
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(1)
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4/15/2014
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C
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1029516
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(1)
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(5)
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Common Stock
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1029516
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$0.00
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0
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I
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MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP
(3)
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Series AA Convertible Preferred Stock
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(2)
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4/15/2014
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C
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468
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(2)
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(5)
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Common Stock
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468
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$0.00
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0
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I
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MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP
(3)
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Series AA-1 Convertible Preferred Stock
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(1)
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4/15/2014
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C
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511328
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(1)
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(5)
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Common Stock
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511328
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$0.00
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0
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I
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MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.
(4)
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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.
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(
2)
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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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(
3)
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Seventh MDV Partners, L.L.C. is the general partner of (i) MDV VII, L.P., as nominee for MDV VII, L.P., MDV VII Leaders' Fund, L.P., MDV ENF VII(A), L.P, and MDV ENF(B), L.P., (ii) MDV VII, L.P., (iii) MDV ENF VII (A), L.P., (iv) MDV ENF VII (B), L.P. and (v) MDV VII Leaders' Fund, L.P. (the "MDV VII Funds") and has sole voting and investment power over the shares. Jonathan Feiber ("Feiber") and Nancy Schoendorf ("Schoendorf") are managing members of Seventh MDV Partners, L.L.C. Feiber and Schoendorf may be deemed to share voting and investment power over the shares. Each Reporting Person disclaims beneficial ownership of the shares held by the MDV VII Funds except to the extent of any pecuniary interest therein. William Ericson ("Ericson"), a general partner with Mohr Davidow Ventures, may be deemed to indirectly beneficially own the shares affiliated with the MDV VII Funds. Ericson is a director of the Issuer and, accordingly, files separate Section 16 reports.
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(
4)
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Ninth MDV Partners, L.L.C. is the general partner of MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P. Ericson and Feiber are Managing Members of Ninth MDV Partners, L.L.C. Feiber and Ericson may be deemed to share voting and dispositive power over the shares held by MDV IX, as nominee for MDV IX, L.P., and MDV ENF IX, L.P. Each Reporting Person disclaims beneficial ownership of the shares held by MDV IX except to the extent of any pecuniary interest therein. Ericson is a director of the Issuer and, accordingly, files separate Section 16 reports.
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(
5)
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The shares do not have an 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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MDV VII LP
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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MDV IX LP
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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Seventh MDV Partners, L.L.C.
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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Ninth MDV Partners, L.L.C.
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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FEIBER JONATHAN D
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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SCHOENDORF NANCY J
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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MDV ENF VII (A), L.P.
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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MDV ENF VII (B), L.P.
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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MDV VII Leaders' Fund, L.P.
3000 SAND HILL ROAD
SUITE 3-290
MENLO PARK, CA 94025
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X
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Signatures
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Brett A. Teele
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4/16/2014
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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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