FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/25/2006 |
3. Issuer Name and Ticker or Trading Symbol
Altus Pharmaceuticals Inc. [ ALTU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Redeemable Preferred Stock | 450,000 | I | Held by Vertex Pharmaceuticals Inc.(1) |
Common Stock | 436,153(2) | I | Held by Vertex Pharmaceuticals Inc.(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | 09/26/2001 | 02/01/2009 | Common Stock | 1,962,494 | $5.64(3) | I | Held by Vertex Pharmaceuticals Inc.(1) |
Series A Preferred Stock | 09/26/2001 | 01/31/2006(4) | Common Stock | 381,596 | $5.73(3) | I | Held by Vertex Pharmaceuticals Inc.(1) |
Explanation of Responses: |
1. Ms. Brum is Vice President of Corporate Communications and Financial Planning of Vertex Pharmaceuticals Inc. Ms. Brum disclaims beneficial ownership of the shares owned by Vertex except to the extent of her pecuniary interest therein. |
2. Includes 30,527 shares of common stock held by Joshua S. Boger, the President and Chief Executive Officer of Vertex Pharmaceuticals Inc. |
3. After taking into account a 1:2.293 reverse stock split of the Issuer's Common Stock, and, in the case of Warrants and the Series A Preferred Stock, adjustments to the applicable exercise price or conversion price, respectively, as a result of such reverse stock split. |
4. This is the anticipated date of the closing of the Issuer's initial public offering, which will trigger the mandatory conversion of the Series A Convertible Preferred Stock into common stock. |
Remarks: |
/s/ Marianne Staniunas | 01/25/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |