| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Anacor Pharmaceuticals Inc [ ANAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/02/2012 | J | 900,000(1) | D | $0 | 3,725,535 | I | By Funds and LLC's(2)(3) | ||
| Common Stock | 07/02/2012 | J | 79,450(4) | A | $0 | 3,804,985 | I | By Funds and LLC's(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On July 2, 2012, Venrock Associates IV, L.P. ("VA4"), Venrock Partners, L.P. ("VP"), Venrock Entrepreneurs Fund IV, L.P. ("VEF4"), Venrock Healthcare Capital Partners, L.P. ("VHCP") and VHCP Co-Investment Holdings, LLC ("VHCP Co-Invest") (collectively, the "Venrock Funds") distributed an aggregate of 900,000 shares of the common stock of the Issuer to their respective partners pro rata based on their respective interests in the Venrock Funds (the "Distribution"). |
| 2. Following the Distribution, the Venrock Funds' shares are held as follows: 1,721,350 shares held by VA4, 351,036 shares held by VP, 42,293 shares held by VEF4, 1,361,755 shares held by VHCP and 249,101 shares held by VHCP Co-Invest. |
| 3. Venrock Management IV, LLC ("VM4"), Venrock Partners Management, LLC ("VPM") and VEF Management IV, LLC ("VEFM4") are the sole general partners of VA4, VP and VEF4, respectively, and may be deemed to beneficially own these shares. VHCP Management, LLC ("VHCP Management") is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. VM4, VPM, VEFM4 and VHCP Management expressly disclaim beneficial ownership over all shares held by VA4, VP, VEF4, VHCP and VHCP Co-Invest, respectively, except to the extent of their indirect pecuniary interests therein. Bryan Roberts is a member of VM4, VPM and VEFM4 and a managing member of VHCP Management. Dr. Roberts expressly disclaims beneficial ownership over all shares held by VA4, VP, VEF4, VHCP, VHCP Co-Invest, VM4, VPM, VEFM4 and VHCP Management except to the extent of his indirect pecuniary interest therein. |
| 4. In the Distribution, VM4 received 5,663 shares, VPM received 1,193 shares, VEFM4 received 82 shares, VHCP Management received 12,335 shares, Venrock Associates V, L.P. ("VA5") received 55,474 shares and Venrock Partners V, L.P. ("VP5") received 4,703 shares. Venrock Management V, LLC ("VM5") and Venrock Partners Management V, LLC ("VPM5") are the sole general partners of VA5 and VP5, respectively, and may be deemed to beneficially own these shares. Dr. Roberts is a member of VM5 and VPM5. Dr. Roberts, VM5 and VPM5 expressly disclaim beneficial ownership over all shares held by VA5 and VP5 except to the extent of their indirect pecuniary interests therein. Dr. Roberts expressly disclaims beneficial ownership over all shares held by VM5 and VPM5 except to the extent of his indirect pecuniary interest therein. For VM4, VPM, VEFM4 and VHCP Management, this represents a change in form of ownership from indirect to direct but does not represent a change in beneficial ownership. |
| Remarks: |
| Number two of two filings for the Venrock Distribution on July 2, 2012. |
| /s/ David L. Stepp, authorized signatory | 07/05/2012 | |
| /s/ David L. Stepp, as attorney in fact | 07/05/2012 | |
| ** 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 4 (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. | ||