SEC FORM 3

SEC Form 3

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^*

HEALTHCARE VENTURES VII LP

(Last)

(First)

(Middle)

47 THORNDIKE STREET

SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2014

3. Issuer Name and Ticker or Trading Symbol
GLOBEIMMUNE INC [ GBIM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,528,000⁽¹⁾	⁽¹⁾	I	See Footnote⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,904,335⁽¹⁾	⁽¹⁾	I	See Footnote⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,879,015⁽¹⁾	⁽¹⁾	I	See Footnote⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	64,809⁽¹⁾	⁽¹⁾	I	See Footnote⁽²⁾
Warrant to Purchase Series B Convertible Preferred Stock	⁽³⁾	06/30/2015	Common Stock	162,369⁽³⁾	$1.338⁽³⁾	I	See Footnote⁽²⁾
Warrant to Purchase Series C Convertible Preferred Stock	⁽³⁾	05/14/2019	Common Stock	116,586⁽³⁾	$1.445⁽³⁾	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

HEALTHCARE VENTURES VII LP

(Last)

(First)

(Middle)

47 THORNDIKE STREET

SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCare Partners VII, L.P.

(Last)

(First)

(Middle)

47 THORNDIKE STREET

SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAWLOR AUGUSTINE

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LITTLECHILD JOHN W

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mirabelli Christopher

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WERNER HAROLD R

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CAVANAUGH JAMES H

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each one share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series E Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") will automatically convert on a 1-for-31.39 share basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The number of shares reported in column 3 herein does not reflect such conversion. The Convertible Preferred Stock has no expiration date and is convertible at any time at the option of the holder.

2. These securities are held of record by HealthCare Ventures VII, L.P. ("HCVVII"). HealthCare Partners VII, L.P. ("HCPVII") is the General Partner of HCVVII. Each of James Cavanaugh, Christopher Mirabelli, Harold Werner, John Littlechild and Augustine Lawlor are general partners of HCPVII and exercise shared voting and investment power with respect to the shares owned by HCVVII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. In addition, Mr. Lawlor is a member of the Board of Directors of the Issuer.

3. Each one share of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will automatically convert on a 1-for-31.39 share basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The number of shares and price per share reported herein does not reflect such conversion. The Warrant is immediately exercisable at any time at the option of the holder.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VII, L.P.	07/01/2014
	Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VII, L.P.	07/01/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor	07/01/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild	07/01/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli	07/01/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner	07/01/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for James Cavanaugh	07/01/2014
	** 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 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).
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