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) 05/13/2015 |
3. Issuer Name and Ticker or Trading Symbol
Jaguar Animal Health, Inc. [ JAGX ] |
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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 | 98,888 | I | By Bochnowski Family Trust(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 | ||||
Series A Preferred Stock | (2) | (2) | Common Stock | 148,332 | (2) | I | By Bochnowski Family Trust(1) |
Warrant (right to buy) | 02/05/2014 | 02/05/2019 | Common Stock | 98,888 | $2.5281 | I | By Bochnowski Family Trust(1) |
Warrant (right to buy) | 12/23/2014 | 12/31/2017 | Common Stock | 22,321 | $5.6 | I | By Bochnowski Family Trust(1) |
Stock Option (right to buy)(3) | (4) | 06/02/2024 | Common Stock | 39,410 | $4.83 | D | |
Convertible Promissory Note | (5) | (5) | Common Stock | 35,714 | $5.6 | I | By Bochnowski Family Trust(1) |
Convertible Promissory Note | (6) | (6) | Common Stock | 44,642 | $5.6 | I | By Bochnowski Family Trust(1) |
Explanation of Responses: |
1. The Reporting Person is a co-trustee and beneficiary of such trust, and shares voting and investment control over such shares with his spouse. |
2. The 222,499 shares of Series A Preferred Stock shall automatically convert into 148,332 shares of common stock immediately prior to the consummation of Issuer's initial public offering (the "IPO") and have no expiration date. |
3. Granted pursuant to the Issuer's 2013 Equity Incentive Plan. |
4. 25% of the Option vested on 03/02/2015, with the remainder vesting equally over the next 27 months such that the option is vested in full on 06/02/2017. Vesting is subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates. |
5. Convertible Promissory Note in the original principal amount of $200,000. Will convert into shares of common stock upon the closing of the IPO into shares of common stock at a conversion price equal to $5.60 per share. |
6. Convertible Promissory Note in the original principal amount of $250,000. Will convert into shares of common stock upon the closing of the IPO into shares of common stock at a conversion price equal to $5.60 per share. |
/s/ John A. Kallassy, Attorney-in-Fact | 05/13/2015 | |
** 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. |