0001209191-14-023224.txt : 20140326 0001209191-14-023224.hdr.sgml : 20140326 20140326172134 ACCESSION NUMBER: 0001209191-14-023224 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20140326 FILED AS OF DATE: 20140326 DATE AS OF CHANGE: 20140326 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED GENETIC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001273636 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 593553710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 11801 RESEARCH DRIVE STREET 2: SUITE D CITY: ALACHUA STATE: FL ZIP: 32615 BUSINESS PHONE: 386-462-2204 MAIL ADDRESS: STREET 1: 11801 RESEARCH DRIVE STREET 2: SUITE D CITY: ALACHUA STATE: FL ZIP: 32615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CASH HARVEY B CENTRAL INDEX KEY: 0001198704 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36370 FILM NUMBER: 14719448 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STREET 2: SUITE 1670 CITY: DALLAS STATE: TX ZIP: 75240 FORMER NAME: FORMER CONFORMED NAME: CASH H BERRY DATE OF NAME CHANGE: 20021015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kliman Gilbert H CENTRAL INDEX KEY: 0001293171 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36370 FILM NUMBER: 14719450 MAIL ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 2710 SAND HILL ROAD, 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIANOS PHILIP T CENTRAL INDEX KEY: 0001207831 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36370 FILM NUMBER: 14719451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTERWEST INVESTORS Q VIII LP CENTRAL INDEX KEY: 0001132649 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36370 FILM NUMBER: 14719452 BUSINESS ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTERWEST INVESTORS VIII L P CENTRAL INDEX KEY: 0001132601 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36370 FILM NUMBER: 14719453 BUSINESS ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-85 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTERWEST PARTNERS VIII LP CENTRAL INDEX KEY: 0001123907 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36370 FILM NUMBER: 14719455 BUSINESS ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holmes W Stephen CENTRAL INDEX KEY: 0001293923 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36370 FILM NUMBER: 14719449 MAIL ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 2710 SAND HILL ROAD, 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: InterWest Management Partners VIII, LLC CENTRAL INDEX KEY: 0001293949 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36370 FILM NUMBER: 14719454 BUSINESS ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SECOND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SECOND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-03-26 0 0001273636 APPLIED GENETIC TECHNOLOGIES CORP AGTC 0001123907 INTERWEST PARTNERS VIII LP C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001293949 InterWest Management Partners VIII, LLC C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001132601 INTERWEST INVESTORS VIII L P C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001132649 INTERWEST INVESTORS Q VIII LP C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001207831 GIANOS PHILIP T C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001293171 Kliman Gilbert H C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001293923 Holmes W Stephen C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001198704 CASH HARVEY B C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Series A-1 Convertible Preferred Stock Common Stock 690699 I See footnote Series B-1 Convertible Preferred Stock Common Stock 183126 I See footnote Series B-2 Convertible Preferred Stock Common Stock 339825 I See footnote Series B-3 Convertible Preferred Stock Common Stock 162830 I See footnote Series B-1 Warrant (Right to Buy) 0.1297 2017-05-02 Series B Convertible Preferred Stock 416361 I See footnote Each share of Series A-1 Convertible Preferred Stock is convertible into shares of Common Stock and will automatically convert 1-for-16.62 basis upon closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. These securities are held as follows: 666,318 by InterWest Partners VIII, LP ("IW8"), 5,318 by InterWest Investors VIII, LP ("II8") and 19,063 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein. Each share of Series B-1, B-2 and B-3 Convertible Preferred Stock is convertible into Common Stock and will automatically convert 1-for-35 basis upon closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. These securities are held as follows: 176,662 by IW8, 1,410 by II8 and 5,054 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein. These securities are held as follows: 327,830 by IW8, 2,616 by II8 and 9,379 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein. These securities are held as follows: 157,083 by IW8, 1,253 by II8 and 4,494 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein. The Series B-1 Warrant is exercisable for shares of Series B-1 convertible preferred stock at any time until the expiration of the warrant at the holder's election. These securities are held as follows: 401,663 by IW8, 3,206 by II8 and 11,492 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein. Exhibit List /s/ W. Stephen Holmes, Managing Director 2014-03-26 /s/ W. Stephen Holmes, Managing Director 2014-03-26 /s/ W. Stephen Holmes, Managing Director 2014-03-26 /s/ W. Stephen Holmes, Managing Director 2014-03-26 /s/ Philip T. Gianos by Karen A. Wilson, Power of Attorney 2014-03-26 /s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney 2014-03-26 /s/ W. Stephen Holmes 2014-03-26 /s/ Harvey B. Cash by Karen A. Wilson, Power of Attorney 2014-03-26 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                               POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS:

The undersigned, Gilbert H. Kliman, hereby constitutes and appoints Karen A.
Wilson as his true and lawful Attorney-in-Fact, with full power in his name and
on his behalf, to take all actions and do all things necessary with respect to
all matters arising in connection with the ownership reporting requirements of
the securities laws of the United States, including the execution and delivery
of all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by her in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 8th
day of September, 2000.


                                        GILBERT H. KLIMAN


                                        /s/ Gilbert H. Kliman
                                        ------------------------------
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                               POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS:

The undersigned, Harvey B. Cash, hereby constitutes and appoints Karen A. Wilson
as his true and lawful Attorney-in-Fact, with full power in his name and on his
behalf, to take all actions and do all things necessary with respect to all
matters arising in connection with the ownership reporting requirements of the
securities laws of the United States, including the execution and delivery of
all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by her in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
12th day of February, 1996.


                                        HARVEY B. CASH


                                        /s/ Harvey B. Cash
                                        ------------------------------
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT 
                               POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS:

The undersigned, Philip T. Gianos, hereby constitutes and appoints Karen A.
Wilson as his true and lawful Attorney-in-Fact, with full power in his name and
on his behalf, to take all actions and do all things necessary with respect to
all matters arising in connection with the ownership reporting requirements of
the securities laws of the United States, including the execution and delivery
of all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by her in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
28th day of May, 1996.


                                        PHILIP T. GIANOS


                                        /s/ Philip T. Gianos
                                        ------------------------------
EX-99 5 attachment4.htm EX-99 DOCUMENT 
                                                                      Exhibit 99
                         FORM 3 JOINT FILER INFORMATION

Name of
"Reporting Persons":       InterWest Partners VIII, L.P. ("IW8")
                           InterWest Investors VIII, L.P. ("II8")
                           InterWest Investors Q VIII, L.P. ("IIQ8")
                           InterWest Management Partners VIII, LLC ("IMP8")

                           Harvey B. Cash
                           Philip T. Gianos
                           W. Stephen Holmes
                           Gilbert H. Kliman

Address:                   2710 Sand Hill Road, Suite 200
                           Menlo Park, CA  94025

Designated Filer:          InterWest Partners VIII, L.P.

Issuer and Ticker Symbol:  Applied Genetics Technologies Corporation ("AGTC")

Date of Event:             March 26, 2014

Each of the following is a Joint Filer with InterWest Partners VIII L.P. ("IW8")
and may be deemed to share indirect beneficial ownership in the securities set
forth on the attached Form 3:

InterWest Management Partners VIII, LLC ("IMP8") is the general partner of IW8,
II8, and IIQ8 and has sole voting and investment control over the shares owned
by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes,
Gilbert H. Kliman, and Arnold L. Oronsky are Managing Directors of IMP8. Arnold
L. Oronsky, a Managing Director of IMP8 is also a Director of the Issuer, and
has filed a separate Form 3 in his own name.

All Reporting Persons disclaim beneficial ownership of shares of Applied
Genetics Technologies Corporation stock held by IW8, II8, and IIQ8, except to
the extent of their respective pecuniary interest therein. The filing of this
statement shall not be deemed an admission that, for purposes of Section 16 of
the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons
are the beneficial owner of all of the equity securities covered by this
statement.

Each of the Reporting Persons listed above has designated InterWest Partners
VIII, L.P. as its designated filer of Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.
Each Reporting Person has appointed InterWest Management Partners VIII, LLC as
its attorney in fact for the purpose of making reports relating to transaction
in Applied Genetics Technologies Corporation Common Stock.

INTERWEST PARTNERS VIII, L.P.

By: InterWest Management Partners VIII, LLC
    Its General Partner

By: /s/ W. Stephen Holmes
    ----------------------------------------
    W. Stephen Holmes, Managing Director

INTERWEST INVESTORS VIII, L.P.

By: InterWest Management Partners VIII, LLC
    Its General Partner

By: /s/ W. Stephen Holmes
    ----------------------------------------
    W. Stephen Holmes, Managing Director

INTERWEST INVESTORS Q VIII, L.P.

By: InterWest Management Partners VIII, LLC
    Its General Partner

By: /s/ W. Stephen Holmes
    ----------------------------------------
    W. Stephen Holmes, Managing Director

INTERWEST MANAGEMENT PARTNERS VIII, LLC

By: /s/ W. Stephen Holmes
    ----------------------------------------
    W. Stephen Holmes, Managing Director

Harvey B. Cash, an individual                 W. Stephen Holmes, an individual
By: InterWest Management Partners VIII, LLC,  By: InterWest Management Partners
       as Attorney-in-Fact                        VIII, LLC,as Attorney-in-Fact

By: /s/ Karen A. Wilson                       By: /s/ W. Stephen Holmes
    ----------------------------------------    -------------------------------
       Karen A. Wilson, Power of Attorney

Philip T. Gianos, an individual               Gilbert H. Kliman, an individual
By: InterWest Management Partners VIII, LLC,  By: InterWest Management Partners
       as Attorney-in-Fact                      VIII, LLC, as Attorney-in-Fact

By: /s/ Karen A. Wilson                       By: /s/ Karen A. Wilson
    ----------------------------------------    -------------------------------
         Karen A. Wilson, Power of Attorney       Karen A. Wilson, Power of
                                                  Attorney