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
MEMORY PHARMACEUTICALS CORP [ MEMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/12/2007 | ||||||||||||||||||||||||||
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 | 09/12/2007 | S | 10,000(1) | D | $2.1611 | 14,228,773 | I | See Footnote(2) | ||
Common Stock | 09/13/2007 | S | 62,180(3) | D | $2.1248 | 14,166,593 | I | See Footnote(4) |
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 |
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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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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The shares were sold as follows: 9,372 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 361 shares by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV KG") and 267 by MPM Asset Management Investors BV4 LLC ("AM BV4"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC are the direct and indirect general partners of BV IV QP, BV KG and Am BV4. Vaughn Kailian, Ansbert Gadick, Luke Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski and John VanderVort are the members of the general partner of BV IV QP and members of AM BV4. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
2. The shares are held as follows: 13,335,788 by BV IV QP, 513,773 by BV KG and 379,212 by AM BV4. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
3. The shares were sold as follows: 58,278 by BV IV QP, 2,245 by BV KG and 1,657 by AM BV4. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
4. The shares are held as follows: 13,277,510 by BV IV QP, 511,528 by BV KG and 377,555 by AM BV4. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
Remarks: |
See Form 4 for Vaughan Kailian for additional members of this joint filing. |
By Vaughn Kailian, member of MPM BioVentures IV LLC, the managing member partner of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV-QP, L.P. /s/ Vaughn Kailian | 09/14/2007 | |
By Vaughn Kailian, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC /s/ Vaughn Kailian | 09/14/2007 | |
By Vaughn Kailian, member of MPM BioVentures IV LLC /s/ Vaughn Kailian | 09/14/2007 | |
By Vaughn Kailian, member of MPM BioVentures IV LLC, the manager of MPM Asset Management Investors BV4 LLC /s/ Vaughn Kailian | 09/14/2007 | |
By Vaughn Kailian, member of MPM BioVentures IV LLC, the managing member partner of MPM BioVentures IV GP LLC, the managing member of MPM BioVentures IV GmbH & Co. Beteiligungs KG /s/ Vaughn Kailian | 09/14/2007 | |
** 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 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. |