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
CHIASMA, INC [ CHMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2015 | ||||||||||||||||||||||||||
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 | 07/21/2015 | C | 12,337 | A | (1) | 12,337 | D | |||
Common Stock | 07/21/2015 | C | 760,656 | A | (1) | 772,993 | D | |||
Common Stock | 07/21/2015 | C | 514,674 | A | (1) | 1,287,667 | D | |||
Common Stock | 07/21/2015 | C | 328,515 | A | (1) | 1,616,182 | D | |||
Common Stock | 07/21/2015 | C | 273,762 | A | (1) | 273,762 | I | Directly owned by Ruth Wertheimer(2)(3) | ||
Common Stock | 07/21/2015 | P(4) | 93,750 | A | $16 | 93,750 | I | Directly owned by Ruth Wertheimer(2)(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 B1' Convertible Preferred Stock | (1) | 07/21/2015 | C | 112,665 | (5) | (5) | Common Stock | 12,337 | (1) | 0 | D | ||||
Series C' Convertible Preferred Stock | (1) | 07/21/2015 | C | 6,946,314 | (5) | (5) | Common Stock | 760,656 | (1) | 0 | D | ||||
Series D' Convertible Preferred Stock | (1) | 07/21/2015 | C | 4,700,000 | (5) | (5) | Common Stock | 514,674 | (1) | 0 | D | ||||
Series E Convertible Preferred Stock | (1) | 07/21/2015 | C | 3,000,000 | (5) | (5) | Common Stock | 328,515 | (1) | 0 | D | ||||
Series E Convertible Preferred Stock | (1) | 07/21/2015 | C | 2,500,000 | (5) | (5) | Common Stock | 273,762 | (1) | 0 | I | Directly owned by Ruth Wertheimer(2)(3) |
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. Each outstanding share of the Issuer's Series B-1' Preferred Stock, Series C' Preferred Stock, Series D' Preferred Stock and Series E Preferred Stock converted into 0.109505 of a share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration. The converted shares had no expiration date. |
2. Besides the shares of Common Stock and warrants to purchase shares of Common Stock held directly by Ruth Wertheimer, she also owns (i) an indirect, 80.5% limited partnership interest in 7 Med Health Ventures LP, as well as (ii) 100% of the outstanding equity interests of the general partner of 7 Med Health Ventures LP. She may therefore be deemed to have an indirect pecuniary interest in the shares of Common Stock and Warrants to purchase Common Stock of the Issuer held by 7 Med Health Ventures LP. |
3. Ruth Wertheimer disclaims beneficial ownership of securities held by 7 Med Health Ventures LP except to the extent of her pecuniary interest therein. |
4. The Reporting Person purchased the shares of Common Stock reported in this row in the Issuer's registered initial public offering in the United States. |
5. Each share of the Issuer's Series B1' preferred stock, Series C preferred stock, Series D' preferred stock and Series E preferred stock was automatically converted on a 9.132-for-1 basis into common stock immediately prior to the closing of the Issuer's initial public offering. The shares of Series B1', Series C' and Series D' and Series E preferred stock had no expiration date. |
Remarks: |
/s/ Ruth Wertheimer | 07/23/2015 | |
By: 7 Med Health Ventures LP, by 7 Med Ltd., its general partner, by: /s/ Dror Brandwein | 07/23/2015 | |
** 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 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. |