rrd353952_401010.html

0001181431-13-055210.txt : 20131025 0001181431-13-055210.hdr.sgml : 20131025 20131025191510 ACCESSION NUMBER: 0001181431-13-055210 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131025 FILED AS OF DATE: 20131025 DATE AS OF CHANGE: 20131025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AERIE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001337553 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 203109565 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 7020 KIT CREEK ROAD STREET 2: SUITE 270 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: 919-313-9650 MAIL ADDRESS: STREET 1: 7020 KIT CREEK ROAD STREET 2: SUITE 270 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Management VII, L.L.C. CENTRAL INDEX KEY: 0001421501 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36152 FILM NUMBER: 131171764 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFINNOVA VENTURE PARTNERS VII L P CENTRAL INDEX KEY: 0001380734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36152 FILM NUMBER: 131171765 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Buatois Eric CENTRAL INDEX KEY: 0001362314 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36152 FILM NUMBER: 131171766 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POWELL MICHAEL CENTRAL INDEX KEY: 0001202793 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36152 FILM NUMBER: 131171767 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEALY JAMES CENTRAL INDEX KEY: 0001245624 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36152 FILM NUMBER: 131171768 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mehra Anand CENTRAL INDEX KEY: 0001590102 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36152 FILM NUMBER: 131171769 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 rrd393448.xml IPO FORM 3 X0206 3 2013-10-25 0 0001337553 AERIE PHARMACEUTICALS INC AERI 0001590102 Mehra Anand C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 MENLO PARK CA 94025 1 0 1 0 0001245624 HEALY JAMES C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001202793 POWELL MICHAEL C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001362314 Buatois Eric C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001380734 SOFINNOVA VENTURE PARTNERS VII L P C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001421501 Sofinnova Management VII, L.L.C. C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 MENLO PARK CA 94025 0 0 1 0 Series A-4 Convertible Preferred Stock Common Stock 4662765 I See footnote Series A-4 Preferred Stock Warrant (right to buy) Common Stock 750000 I See footnote Series B Convertible Preferred Stock Common Stock 6818182 I See footnote Series B Preferred Stock Warrant (right to buy) Common Stock 778000 I See footnote Convertible Notes Common Stock 353800 I See footnote Stock Option (right to buy) 3.15 2023-09-12 Common Stock 28000 D All outstanding shares of the Series A-4 Convertible Preferred Stock, including the 4,662,765 shares held by the Reporting Persons, will automatically convert into 932,553 shares of Common Stock (reflecting a one-for-five conversion) upon the closing of the Issuer's initial public offering for no additional consideration and have no expiration. The securities are owned directly by Sofinnova Venture Partners VII, L.P. ("SV VII"). Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, James Healy, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, and Anand Mehra, a director of the Issuer, may be deemed to have shared voting and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII except to the extent of any pecuniary interest therein. The Series A-4 warrants to purchase shares of the Issuer's Series A-4 convertible preferred stock are exercisable at a price of $1.00 per share at any time during their ten year term (expiration is August 2020), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series A-4 warrants will automatically become exercisable for 150,000 shares of the Issuer's common stock at an exercise price of $5.00 per share. All outstanding shares of the Series B Convertible Preferred Stock, including the 6,818,182 shares held by the Reporting Persons, will automatically convert into 1,363,636 shares of Common Stock (reflecting a one-for-five conversion) upon the closing of the Issuer's initial public offering for no additional consideration and have no expiration. The Series B warrants to purchase shares of the Issuer's Series B convertible preferred stock are exercisable at a price of $0.01 per share at any time during their seven year term (expiration is December 2019), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series B warrants will automatically become exercisable for 155,600 shares of the Issuer's common stock at an exercise price of $0.05 per share. This option is owned directly by Mr. Mehra. The option is exercisable as follows: on or after the 12th day of each successive month beginning October 12, 2013, the option may be exercised to purchase up to an additional 1/36th of the number of option shares. Reflects a one-for-five reverse stock split of the Issuer's common stock effected October 8, 2013. The outstanding principal amount and all accrued and unpaid interest thereon will convert into shares of Common Stock at a price per share equal to the initial public offering price upon the closing of the Issuer's initial public offering. /s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra 2013-10-25 /s/ Nathalie Auber, Attorney-in-Fact for James Healy 2013-10-25 /s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois 2013-10-25 /s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 2013-10-25 /s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VII, L.P. 2013-10-25 /s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VII, L.L.C. 2013-10-25 EX-99.1 2 rrd353952_401010.htm JOINT FILER INFORMATION rrd353952_401010.html

Exhibit 99.1

Joint Filer Information

Name: Anand Mehra Address: 2800 Sand Hill Road, Suite 150, Menlo Park, CA 94025 Designated Filer: James Healy Issuer and Ticker Symbol: Aerie Pharmaceuticals, Inc. [AERI] Date of Event Requiring Statement: 10/25/2013 Name: James Healy Address: 2800 Sand Hill Road, Suite 150, Menlo Park, CA 94025 Designated Filer: James Healy Issuer and Ticker Symbol: Aerie Pharmaceuticals, Inc. [AERI] Date of Event Requiring Statement: 10/25/2013 Name: Michael Powell Address: 2800 Sand Hill Road, Suite 150, Menlo Park, CA 94025 Designated Filer: James Healy Issuer and Ticker Symbol: Aerie Pharmaceuticals, Inc. [AERI] Date of Event Requiring Statement: 10/25/2013 Name: Eric Buatois Address: 2800 Sand Hill Road, Suite 150, Menlo Park, CA 94025 Designated Filer: James Healy Issuer and Ticker Symbol: Aerie Pharmaceuticals, Inc. [AERI] Date of Event Requiring Statement: 10/25/2013 Name: Sofinnova Management VII, LLC Address: 2800 Sand Hill Road, Suite 150, Menlo Park, CA 94025 Designated Filer: James Healy Issuer and Ticker Symbol: Aerie Pharmaceuticals, Inc. [AERI] Date of Event Requiring Statement: 10/25/2013 Name: Sofinnova Venture Partners VII, L.P. Address: 2800 Sand Hill Road, Suite 150, Menlo Park, CA 94025 Designated Filer: James Healy Issuer and Ticker Symbol: Aerie Pharmaceuticals, Inc. [AERI] Date of Event Requiring Statement: 10/25/2013

EX-24.1 3 rrd353952_401011.htm POWER OF ATTORNEY rrd353952_401011.html

Power of Attorney
             Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Sofinnova Management VII, L.L.C. or such other person or entity as is designated in writing by Anand Mehra (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act") and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") (collectively, the "Reports") with respect to each Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies").
             Each Reporting Person hereby further authorizes and designates Nathalie Auber (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.
             The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act.
SOFINNOVA VENTURE PARTNERS VII, L.P.,
a Delaware Limited Partnership
By:        SOFINNOVA MANAGEMENT VII, L.L.C.,
        a Delaware Limited Liability Company
        Its General Partner
By:        /s/ James Healy
        James Healy, Managing Member
SOFINNOVA MANAGEMENT VII, L.L.C.,
a Delaware Limited Liability Company
By:         /s/ James Healy
        James Healy, Managing Member
By:        /s/ Eric P. Buatois
By:        /s/ James I. Healy
By:        /s/ Anand Mehra
By:        /s/ Michael F. Powell