Statement of Changes in Beneficial Ownership (4)
November 12 2019 - 2:53PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Foresite Capital Management IV, LLC |
2. Issuer Name and Ticker or Trading Symbol
AERIE PHARMACEUTICALS INC
[
AERI
]
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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)
600 MONTGOMERY STREET, SUITE 4500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/7/2019 |
(Street)
SAN FRANCISCO, CA 94111
(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
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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 | | | | | | | | 1672714 | I | See Footnote (1) |
Common Stock | | | | | | | | 2350477 | I | See Footnote (2) |
Common Stock | 11/7/2019 | | X | | 15000 | A | $30.00 | 1415900 | I | See Footnote (3) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Put Option (obligation to purchase) | $30.00 | 11/7/2019 | | X | | | 150 | (4) | 12/20/2019 | Common Stock | 15000 | $0.00 | 855 (5) | I | See Footnote (6) |
Explanation of Responses: |
(1) | The shares are owned directly by Foresite Capital Fund II, L.P. ("FCF II"). Foresite Capital Management II, LLC ("FCM II"), the general partner of
FCF II, may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Mr. Tananbaum"), in his capacity
as managing member of FCM II, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims
the existence of a "group." Each of FCM II and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to
the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM II and its members or Mr. Tananbaum is the
beneficial owner of these shares for purposes of Section 16 or any other purpose. |
(2) | The shares are owned directly by Foresite Capital Fund III, L.P. ("FCF III"). Foresite Capital Management III, LLC ("FCM III"), the general partner of FCF III, may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Mr. Tananbaum"), in his capacity as managing member of FCM III, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM III and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM III and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
(3) | The shares are owned directly by Foresite Capital Fund IV, L.P. ("FCF IV"). Foresite Capital Management IV, LLC ("FCM IV"), the general
partner of FCF IV, may be deemed to have sole voting and dispositive power over these shares. Mr. Tananbaum, in his capacity as managing
member of FCM IV, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the
existence of a "group." Each of FCM IV and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to
the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM IV and its members or Mr. Tananbaum is
the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
(4) | The option may be exercised at any time on or prior to the expiration date. |
(5) | Before the reporting persons became subject to Section 16, FCF IV wrote a put option for 100,500 shares of the Issuer's common stock. The put option was partially exercised by its holder for 15,000 shares. A portion of the short put remains open, and therefore FCF IV may be obligated to purchase an additional 85,500 shares of the Issuer's common stock in the event the holder of the put option elects to exercise the remainder. |
(6) | The options are owned directly by Foresite Capital Fund IV, L.P. ("FCF IV"). Foresite Capital Management IV, LLC ("FCM IV"), the general partner of FCF IV, may be deemed to have sole voting and dispositive power over these options. James B. Tananbaum ("Mr. Tananbaum"), in his capacity as managing member of FCM IV, may be deemed to have sole voting and dispositive power over these options. Each Reporting Person disclaims the existence of a "group." Each of FCM IV and its members and Mr. Tananbaum disclaims beneficial ownership of any of these options except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM IV and its members or Mr. Tananbaum is the beneficial owner of these options for purposes of Section 16 or any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Foresite Capital Management IV, LLC 600 MONTGOMERY STREET SUITE 4500 SAN FRANCISCO, CA 94111 |
| X |
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Foresite Capital Fund IV, L.P. 600 MONTGOMERY STREET SUITE 4500 SAN FRANCISCO, CA 94111 |
| X |
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Tananbaum James B. 600 MONTGOMERY STREET SUITE 4500 SAN FRANCISCO, CA 94111 |
| X |
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Signatures
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FORESITE CAPITAL MANAGEMENT IV, LLC, By: /s/ James B. Tananbaum, Managing Member | | 11/12/2019 |
**Signature of Reporting Person | Date |
FORESITE CAPITAL FUND IV, L.P., By: Foresite Capital Management IV, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | | 11/12/2019 |
**Signature of Reporting Person | Date |
/s/ James B. Tananbaum | | 11/12/2019 |
**Signature of Reporting Person | Date |
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