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
Pfenex Inc. [ PFNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/29/2014 | ||||||||||||||||||||||||||
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 | 07/29/2014 | C | 780,928 | A | $0.00(1) | 862,403 | I | See footnote(2) | ||
Common Stock | 07/29/2014 | C | 2,869,638 | A | $0.00(1) | 3,169,030 | I | See footnote(3) | ||
Common Stock | 07/29/2014 | J(4) | 143,009 | A | $0.00 | 1,005,412 | I | See footnote(2) | ||
Common Stock | 07/29/2014 | J(4) | 525,509 | A | $0.00 | 3,694,539 | I | See footnote(3) | ||
Common Stock | 07/29/2014 | S(5) | 81,475 | D | $0.31 | 923,937 | I | See footnote(2) | ||
Common Stock | 07/29/2014 | S(5) | 299,392 | D | $0.31 | 3,395,147 | I | See footnote(3) |
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 | ||||||||
Series A-2 Participating Preferred Stock | (1) | 07/29/2014 | C | 684,665 | (1) | (1) | Common Stock | 780,928 | $0.00(1) | 0 | I | See footnote(2) | |||
Series A-2 Participating Preferred Stock | (1) | 07/29/2014 | C | 2,515,903 | (1) | (1) | Common Stock | 2,869,638 | $0.00(1) | 0 | I | See footnote(3) |
Explanation of Responses: |
1. Each share of Series A-2 Participating Preferred Stock will automatically convert into approximately 1.1406 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
2. Shares held by Signet Healthcare Partners Accredited Partnership III, LP ("SHPAP"). SHPAP has sole voting and dispositive power over the shares, except that (i) Signet Healthcare Partners, LP ("SHP LP"), which manages SHPAP, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing member and Chief Investment Officer of SHP LP, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
3. Shares held by Signet Healthcare Partners QP Partnership III, LP ("SHQP"). SHQP has sole voting and dispositive power over the shares, except that (i) SHP LP, which manages SHQP, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing member and Chief Investment Officer of SHP LP, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
4. As previously disclosed in the Issuer's Registration Statement on Form S-1 (333-196539), at the closing of the Issuer's initial public offering, the Issuer issued shares of Common Stock to pay all accrued but unpaid dividends for the Issuer's Series A-2 Participating Preferred Stock. Based on the initial public offering price of $6.00 per share, SHAP received 143,009 shares of the Issuer's Common Stock and SHQP received 525,509 shares of the Issuer's Common Stock on July 29, 2014. |
5. As previously disclosed in the Issuer's Registration Statement on Form S-1 (333-196539), on July 29, 2014, the Issuer repurchased 81,475 shares of Common Stock from SHAP and 299,392 shares of Common Stock from SHQP at a purchase price of $0.31 per share. |
Remarks: |
/s/ Patricia Lady, as Attorney-in-Fact | 07/31/2014 | |
** 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. |