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
ADVANCIS PHARMACEUTICAL CORP [ AVNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/12/2007 | ||||||||||||||||||||||||||
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 | 04/12/2007 | P | 1,200,000(1) | A | $2.3637(11) | 4,452,478 | I | See Footnote(2)(3)(4)(5)(6)(7)(8)(9) |
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 | ||||||||
Common Stock Warrant (right to buy) | $2.27 | 04/12/2007 | P | 900,000 | 04/18/2007 | 04/18/2012 | Common Stock | 900,000 | $2.3637(11) | 900,000 | I | See Footnote(10) |
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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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. 1,103,144 of such shares were purchased by Rho Ventures V, L.P. ("RV V") and 96,856 of such shares were purchased by Rho Ventures V Affiliates, L.L.C. ("RV V Affiliates"). The closing date for the purchase is April 18, 2007 and there are no conditions to closing. |
2. 3,874,863 of the reported securities are owned directly by RV V and indirectly by (i) RMV V, L.L.C. ("RMV"), the general partner of RV V, (ii) Rho Capital Partners LLC ("Rho Capital Partners"), the managing member of RMV, (iii) Mark Leschly, Habib Kairouz and Joshua Ruch, who are the managing members of Rho Capital Partners, (iv) Rho Investment Partners "Q-4" ,L.P. ("Q-4"), a limited partner of RV V, (v) Rho Management Partners, L.P. ("RMP") the general partner of Q-4, (vi) Atlas Capital Corp. ("Atlas"), the general partner of RMP, (vii) Joshua Ruch, the sole stockholder of Atlas. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
3. 340,212 of the reported shares are owned directly by RV V Affiliates and indirectly by (i) Joshua Ruch, Rho Ventures V Affiliates, L.P. and Rho Venture Partners V, L.P., as the members of RV V Affiliates. The reported securities are also owned indirectly by (i) RMV as the general partner of Rho Verntures V Affiliates, L.P. and Rho Venture Partners V, L.P., (ii) Rho Capital Partners as the managing member of RMV and (iii) Mssrs. Ruch, Leschly and Kairouz as managing members of Rho Capital Partners. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
4. 115,316 of the reported shares are owned directly by Rho Management Trust I ("Trust I"). Mssrs. Ruch, Leschly and Kairouz are managing partners of Rho Capital Partners, Inc., the investment advisor to Trust I. Each of Mssrs. Ruch, Kairouz and Leschly has a pecuniary interest in certain of the grantors to Trust I. Each reporting persons disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
5. 8,005 of the reported shares are owned directly by RMP and indirectly by (i) Atlas, the general partner of RMP and (ii) Joshua Ruch, the sole stockholder of Atlas. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
6. 19,022 of the reported shares are owned directly by Rho Investment Partners "Q-2" L.P. and indirectly by (i) RMP, as its general partner, (ii) Atlas, as the general partner of RMP and (iii) Joshua Ruch, as the sole stockholder of Atlas. Each of the reporting persons disclaims benenficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
7. 27,575 of the reported shares are owned directly by Drakensberg L.P. and indirectly by Kariba LLC, the general partner of Drakensberg L.P. and Joshua Ruch, the managing member of Kariba LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
8. 25,000 of the reported shares are held by a Ruch family trust of which Mr. Ruch is the trustee. Mr. Ruch disclaims beneficial ownership of the reported securities except to the extent of his respective pecuniary interest therein. |
9. 39,051 of the reported shares are held directly by Mr. Ruch, 1,717 of the reported shares are held directly by Mr. Leschly and 1,717 of the reported shares are held directly by Mr. Kairouz. |
10. 827,358 of such warrants were purchased by RV V and 72,642 of such warrants were purchased by RV V Affiliates. The closing date for the purchase is April 18, 2007 and there are no conditions to closing. See footnotes (2) and (3). Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
11. Represents the purchase price for a unit, each consisting of one share of the Issuer's common stock and a warrant to purchase 0.75 shares of the Issuer's common stock. |
/s/ Jeffrey I. Martin Atty In Fact | 04/16/2007 | |
/s Jeffrey I. Martin Attorney in fact | 04/16/2007 | |
/s/ Jeffrey I. Martin Attorney In Fact | 04/16/2007 | |
s/ Jeffrey I. Martin Atty In Fact | 04/16/2007 | |
/s/ Jeffrey I. Martin Attorney in fact | 04/16/2007 | |
s/ Jeffrey I. Martin Attorney-In-Fact | 04/16/2007 | |
/s/ Habib Kairouz | 04/16/2007 | |
/s/ Jeff I. Martin | 04/16/2007 | |
/s Jeffrey I. Martin | 04/16/2007 | |
/s/ Mark Leschly | 04/16/2007 | |
** 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. |