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) 11/07/2007 |
3. Issuer Name and Ticker or Trading Symbol
ARYx Therapeutics, Inc. [ ARYX ] |
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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) |
Common Stock | 275,833 | D | |
Common Stock | 16,666 | I | See Footnote(1) |
Common Stock | 16,666 | I | See Footnote(2) |
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 | ||||
Stock Option (Right to Buy) | (3) | 01/15/2015 | Common Stock | 33,333 | $1.8 | D | |
Stock Option (Right to Buy) | (4) | 09/20/2015 | Common Stock | 20,833 | $1.8 | D | |
Stock Option (Right to Buy) | (5) | 02/15/2017 | Common Stock | 21,666 | $3.3 | D | |
Series A Preferred Stock | (6) | (6) | Common Stock | 10,101 | (6) | D | |
Series C Preferred Stock | (6) | (6) | Common Stock | 1,683 | (6) | D | |
Series B Preferred Stock | (7) | (7) | Common Stock | 416 | (7) | I | See Footnote(8) |
Series D Preferred Stock | (6) | (6) | Common Stock | 3,393 | (6) | I | See Footnote(8) |
Series B Preferred Stock | (7) | (7) | Common Stock | 416 | (7) | I | See Footnote(9) |
Series C Preferred Stock | (6) | (6) | Common Stock | 16,835 | (6) | I | See Footnote(9) |
Series D Preferred Stock | (6) | (6) | Common Stock | 14,409 | (6) | I | See Footnote(9) |
Explanation of Responses: |
1. Shares are held in the Susan C. Price 2007-1 Grantor Retained Annuity Trust by Pascal Druzgala, trustee. |
2. Shares are held in the Peter G. Milner 2007-1 Grantor Retained Annuity Trust by Pascal Druzgala, trustee. |
3. 1/4th of the shares vest one year after 2/03/05 and 1/48th of the shares vest monthly thereafter. |
4. 6/48th of the shares shall immediately vest as of July 19, 2007 and 1/48th of the remaining unvested shares shall vest each month thereafter until fully vested. |
5. Twenty-five percent (25%) of the shares subject to this option (rounded so as to avoid fractional shares) shall vest on the date immediately following the earlier of the closing of the issuer's initial public offering (the "Initial Vesting"). Thereafter, the remaining seventy-five percent (75%) of the shares subject to this option shall vest in equal monthly installments over thirty-six (36) months measured from the date of the Initial Vesting. |
6. The issuer's Series A, C, D and E preferred stock will automatically convert into common stock on a one-for-one basis immediately upon the closing of the issuer's initial public offering. |
7. The issuer's Series B preferred stock will automatically convert into common stock on a 1.58520476 -for- one basis immediately upon the completion of the issuer's initial public offering. |
8. Shares are held by Naomi Milner reporting person's sister. Reporting person is deemed to have shared voting and investment power over these shares. |
9. Shares are held by Diarmuid Investments Ltd. Reporting person is deemed to have shared voting and investment power over these shares. |
/s/ David Nagler (Attorney-in-Fact) | 11/07/2007 | |
** 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. |