0001209191-18-055459.txt : 20181017 0001209191-18-055459.hdr.sgml : 20181017 20181017195245 ACCESSION NUMBER: 0001209191-18-055459 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181017 FILED AS OF DATE: 20181017 DATE AS OF CHANGE: 20181017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatteras Venture Advisors III, LLC CENTRAL INDEX KEY: 0001674177 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127378 BUSINESS ADDRESS: STREET 1: 280 S. MANGUM STREET, SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: 919-484-0730 MAIL ADDRESS: STREET 1: 280 S. MANGUM STREET, SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatteras Ventures Partners III LP CENTRAL INDEX KEY: 0001390733 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127379 BUSINESS ADDRESS: STREET 1: 1822 E NC 54 Ste 250 CITY: Durham STATE: NC ZIP: 27713 BUSINESS PHONE: 9194840730 MAIL ADDRESS: STREET 1: 1822 E NC 54 Ste 250 CITY: Durham STATE: NC ZIP: 27713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatteras Venture Affiliates III Lp CENTRAL INDEX KEY: 0001390738 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127380 BUSINESS ADDRESS: STREET 1: 1822 E NC 54 STREET 2: Ste 250 CITY: Durham STATE: NC ZIP: 27713 BUSINESS PHONE: 9194840730 MAIL ADDRESS: STREET 1: 1822 E NC 54 STREET 2: Ste 250 CITY: Durham STATE: NC ZIP: 27713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INGRAM ROBERT ALEXANDER CENTRAL INDEX KEY: 0001219890 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127381 MAIL ADDRESS: STREET 1: 280 S. MANGUM STREET STREET 2: SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 FORMER NAME: FORMER CONFORMED NAME: INGRAM ROBERT A DATE OF NAME CHANGE: 20030222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEE KENNETH B JR CENTRAL INDEX KEY: 0001208570 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127382 MAIL ADDRESS: STREET 1: 7100 WEST CREDIT AVENUE, SUITE 101 STREET 2: C/O ARALEZ PHARMACEUTICALS INC. CITY: MISSISSAUGA STATE: A6 ZIP: L5N 0E4 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Reed Douglas MD CENTRAL INDEX KEY: 0001291262 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127383 MAIL ADDRESS: STREET 1: C/O VECTOR FUND MANAGEMENT STREET 2: 1751 LAKE COOK ROAD, SUITE 350 CITY: DEERFIELD STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venture Capital Multiplier Fund CENTRAL INDEX KEY: 0001756148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127384 BUSINESS ADDRESS: STREET 1: C/O HATTERAS VENTURES STREET 2: 280 S. MANGUM ST., SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: (919) 484-0730 MAIL ADDRESS: STREET 1: C/O HATTERAS VENTURES STREET 2: 280 S. MANGUM ST., SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crumpler John CENTRAL INDEX KEY: 0001674107 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127385 MAIL ADDRESS: STREET 1: 280 S. MANGUM STREET STREET 2: SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Catalysta Ventures, LLC CENTRAL INDEX KEY: 0001756233 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127386 BUSINESS ADDRESS: STREET 1: C/O HATTERAS VENTURES STREET 2: 280 S. MANGUM STREET, SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: (919) 484-0730 MAIL ADDRESS: STREET 1: C/O HATTERAS VENTURES STREET 2: 280 S. MANGUM STREET, SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatteras Venture Partners I, LP CENTRAL INDEX KEY: 0001756231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38697 FILM NUMBER: 181127387 BUSINESS ADDRESS: STREET 1: C/O HATTERAS VENTURES STREET 2: 280 S. MANGUM STREET, SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: (919) 484-0730 MAIL ADDRESS: STREET 1: C/O HATTERAS VENTURES STREET 2: 280 S. MANGUM STREET, SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PhaseBio Pharmaceuticals Inc CENTRAL INDEX KEY: 0001169245 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 030375697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 GREAT VALLEY PARKWAY STREET 2: SUITE 30 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: (610) 981-6500 MAIL ADDRESS: STREET 1: 1 GREAT VALLEY PARKWAY STREET 2: SUITE 30 CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: Phase Biosciences Inc DATE OF NAME CHANGE: 20061013 FORMER COMPANY: FORMER CONFORMED NAME: DT BIOSCIENCES INC DATE OF NAME CHANGE: 20020315 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-10-17 0 0001169245 PhaseBio Pharmaceuticals Inc PHAS 0001674177 Hatteras Venture Advisors III, LLC 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001390733 Hatteras Ventures Partners III LP C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001390738 Hatteras Venture Affiliates III Lp C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001219890 INGRAM ROBERT ALEXANDER C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001208570 LEE KENNETH B JR C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001291262 Reed Douglas MD C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001756148 Venture Capital Multiplier Fund C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001674107 Crumpler John C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001756233 Catalysta Ventures, LLC C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001756231 Hatteras Venture Partners I, LP C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 Series 1 Preferred Stock Common Stock 52690 I By Hatteras Venture Partners I, LP Series 1 Preferred Stock Common Stock 42530 I By Hatteras Venture Partners III, LP Series 1 Preferred Stock Common Stock 3862 I By Hatteras Venture Affiliates III, LP Series 1 Preferred Stock Common Stock 4846 I By Catalysta Ventures, LLC Series AA Preferred Stock Common Stock 174699 I By Hatteras Venture Partners III, LP Series AA Preferred Stock Common Stock 13609 I By Hatteras Venture Affiliates III, LP Series B Preferred Stock Common Stock 1026161 I By Hatteras Venture Partners III, LP Series B Preferred Stock Common Stock 93185 I By Hatteras Venture Affiliates III, LP Series C-1 Preferred Stock Common Stock 103001 I By Hatteras Venture Partners III, LP Series C-1 Preferred Stock Common Stock 9353 I By Hatteras Venture Affiliates III, LP Series D Preferred Stock Common Stock 272107 I By Hatteras Venture Partners III, LP Series D Preferred Stock Common Stock 24709 I By Hatteras Venture Affiliates III, LP Series D Preferred Stock Common Stock 226061 I By Venture Capital Multiplier Fund Warrants to Purchase Series B Preferred Stock 9.66 2019-12-22 Series B Preferred Stock 7910 I By Hatteras Venture Partners III, LP Warrants to Purchase Series B Preferred Stock 0.12 Series B Preferred Stock 19061 I By Hatteras Venture Partners III, LP Warrants to Purchase Series B Preferred Stock 9.66 2019-12-22 Series B Preferred Stock 718 I By Hatteras Venture Affiliates III, LP Warrants to Purchase Series B Preferred Stock 0.12 Series B Preferred Stock 1731 I By Hatteras Venture Affiliates III, LP Warrants to Purchase Series C-1 Preferred Stock 0.12 Series C-1 Preferred Stock 47458 I By Hatteras Venture Partners III, LP Warrants to Purchase Series C-1 Preferred Stock 0.12 Series C-1 Preferred Stock 4309 I By Hatteras Venture Affiliates III, LP Warrants to Purchase Series C-1 Preferred Stock 0.12 Series C-1 Preferred Stock 41414 I By Venture Capital Multiplier Fund Each share of Preferred Stock is convertible at any time at the option of the holder into Common Stock, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering. Catalysta Ventures, LLC ("Catalysta") is under common control with Hatteras Venture Advisors III, LLC ("HVA III"). Catalysta is the general partner of Hatteras Venture Partners I, LP ("HVP I"). The securities held directly by HVP I are indirectly held by Catalysta, which may be deemed to share voting and dispositive power with regard to the securities directly held by HVP I. Catalysta disclaims beneficial ownership of the securities held by HVP I except to the extent of its pecuniary interest therein. The individual managers of Catalysta are Clay B. Thorp and John Crumpler (the "Managers"), who may be deemed to share voting and dispositive power with regard to the securities held directly by Catalysta and HVP I. The Managers disclaim beneficial ownership of the securities held by Catalysta and HVP I except to the extent of their pecuniary interest therein. Mr. Thorp is a director of the Issuer and files Section 16 reports separately. HVA III is the general partner of Hatteras Venture Partners III, LP ("HVP III"), Hatteras Venture Affiliates III, LP ("HV Affiliates") and Venture Capital Multiplier Fund ("Multiplier Fund"). The securities held directly by HVP III, HV Affiliates and Multiplier Fund are indirectly held by HVA III. The individual managers of HVA III are Clay B. Thorp, Robert A. Ingram, Kenneth B. Lee, Douglas Reed, MD and John Crumpler (the "GP Directors"). HVA III and the GP Directors may be deemed to share voting and dispositive power with regard to the securities directly held by HVP III, HV Affiliates and Multiplier Fund. HVA III and the GP Directors disclaim beneficial ownership of the securities held by HVP III, HV Affiliates and Multiplier Fund except to the extent of their pecuniary interest therein. Mr. Thorp is a director of the Issuer and files Section 16 reports separately. Immediately exercisable. The warrants terminate upon the closing of the Issuer's initial public offering. Exhibit List - Exhibit 24 Power of Attorney /s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Advisors III, LLC 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Partners III, LP 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Affiliates III, LP 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for Robert A. Ingram 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for Kenneth B. Lee 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for Douglas Reed 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for Venture Capital Multiplier Fund 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for John Crumpler 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for Catalysta Ventures, LLC 2018-10-17 /s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Partners I, LP 2018-10-17 EX-24.3_814000 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Christian Plaza, Darren DeStefano, Madison Jones, Owen Williams, Jason Drory and Jennifer Don of Cooley LLP and John Sharp of PhaseBio Pharmaceuticals, Inc. (the "Company"), signing individually, the undersigned's true and lawful attorneys-in-fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder; (2) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: 10/3/2018 HATTERAS VENTURE ADVISORS III, LLC By: /s/ Clay B. Thorp Name: Clay B. Thorp Title: Manager Date: 10/3/2018 CATALYSTA VENTURES, LLC By: /s/ Clay B. Thorp Name: Clay B. Thorp Title: Manager Date: 10/3/2018 HATTERAS VENTURE PARTNERS I, LP By: /s/ Clay B. Thorp Name: Clay B. Thorp Title: Manager of Catalysta Ventures, LLC, General Partner of Hatteras Venture Partners I, LP Date: 10/3/2018 HATTERAS VENTURE PARTNERS III, LP By: /s/ Clay B. Thorp Name: Clay B. Thorp Title: Manager of Hatteras Venture Advisors III, LLC, General Partner of Hatteras Venture Partners III, LP Date: 10/3/2018 HATTERAS VENTURE AFFILIATES III, LP By: /s/ Clay B. Thorp Name: Clay B. Thorp Title: Manager of Hatteras Venture Advisors III, LLC, General Partner of Hatteras Venture Affiliates III, LP Date: 10/3/2018 VENTURE CAPITAL MULTIPLIER FUND By: /s/ Clay B. Thorp Name: Clay B. Thorp Title: Manager of Hatteras Venture Advisors V, LLC, General Partner of Venture Capital Multiplier Fund, LP Date: 10-2-18 Signature: /s/ Robert A. Ingram Name: Robert A. Ingram Date: 10/3/18 Signature: /s/ Kenneth B. Lee Name: Kenneth B. Lee Date: 10/3/2018 Signature: /s/ Douglas Reed Name: Douglas Reed Date: 10/3/18 Signature: /s/ John Crumpler Name: John Crumpler