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
AMBIT BIOSCIENCES CORP [ AMBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2013 | ||||||||||||||||||||||||||
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 | 05/17/2013 | P | 36,616 | A | $6.7717 | 2,036,616 | I | See footnote(1) | ||
Common Stock | 05/20/2013 | P | 8,120 | A | $6.9025 | 2,044,736 | I | See footnote(1) | ||
Common Stock | 05/21/2013 | P | 1,811 | A | $6.8362 | 2,046,547 | I | See footnote(1) | ||
Common Stock | 05/22/2013 | P | 5,005 | A | $6.7391 | 2,051,552 | I | See footnote(1) | ||
Common Stock | 06/03/2013 | P | 10,000 | A | $6.9908 | 2,061,552 | I | See footnote(1) | ||
Common Stock | 06/12/2013 | P | 5,700 | A | $7.4532 | 2,067,252 | I | See footnote(1) | ||
Common Stock | 06/14/2013 | P | 7,500 | A | $7.4616 | 2,074,752 | I | See footnote(1) | ||
Common Stock | 06/24/2013 | P | 4,817 | A | $6.7664 | 2,079,569 | I | See footnote(1) |
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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Explanation of Responses: |
1. Shares are owned directly by Foresite Capital Fund I, L.P. ("FCF I"). Foresite Capital Management I, LLC ("FCM I"), the Designated Filer and general partner of FCF I, may be deemed to have the sole voting and dispositive power over 2,074,752 shares of the Issuer's Common Stock. James Tananbaum ("Tananbaum"), in his capacity as managing member of FCM I, may be deemed to have the sole voting and dispositive power over 2,074,752 shares of the Issuer's Common Stock. |
Remarks: |
Each Reporting Person disclaims the existence of a "group". Each of FCM I and its partners and Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM I and its partners or Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
/s/ James B. Tananbaum, as managing member of Foresite Capital Management I, LLC | 10/16/2013 | |
/s/ James B. Tananbaum, as managing member of the GP of Foresite Capital Fund I, L.P. | 10/16/2013 | |
/s/ James B. Tananbaum | 10/16/2013 | |
** 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. |